Sol_AG-9AB5-S-16-0051.pdf

AG-9AB5-S-16-0051

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

SCHEDULE OF ITEMS

Seed Collection Bid Sheet

Item No. Supplies/Services Quantity Unit

Unit Price Amount

1. Seed Survey Report 1 Job

2. Seed Containers ±200 EA

I certify that I have a current registration in SAM.gov (System for Award Management).

Signature

DUNS#_______________________________________

Note: Contractor must be registered in SAM prior to award.

PART I - STATEMENT OF WORK

SECTION C

C-1 SCOPE OF CONTRACT

The intent of this solicitation is to procure services to locate, identify and map collection sites of native plant species; to collect seed from these native species; and to clean and store the seed for a habitat rehabilitation project of 80.89 acres.

A. Reconnaissance/Survey

The Contractor will locate, identify and map collection sites of native plant species. After completion of the location, identification, and mapping, the Government will select the species and areas from which seeds will be collected by the Contractor. Some sites may not have seed available this year; these sites will be identified by the Government for collection by the Contractor when the conditions are suitable.

B. Collection

The Contractor will collect species and quantities approved by the Government from previously located sites on each district.

C. Cleaning & Storage

The Contractor will clean seeds to remove chaff and excess plant material. After completion of the cleaning, seeds will be stored in breathable bags. The bags will be stored in a cool, dry state in containers labeled with the species name, date collected, location collected, name of collector, and project name.

D. Location Description

Seed collection shall occur on the Descanso, Palomar, and Trabuco Ranger Districts (RD) of the Cleveland National Forest for each of the habitat rehabilitation areas (HRA). There are a total of thirteen HRAs: one on the Trabuco RD, two on the Palomar RD, and ten on the Descanso RD.

See Vicinity Maps in Section J.

C-2 CONTRACTOR OBLIGATIONS

The Contractor shall furnish, except for Government-furnished property, all labor, materials, equipment, transportation and incidentals necessary to perform work and deliver packaged seed in accordance with the specifications stated elsewhere herein.

C-3 GOVERNMENT-FURNISHED PROPERTY

The following material shall be delivered to the Contractor by the Government. Delivery location will occur at the Cleveland National Forest Supervisor’s Office, 10845 Rancho Bernardo Rd, Suite 200, San Diego, California 92056, during normal working hours, or as mutually agreed to by the contracting officer and the Contractor.

1. Forest Service and topographic maps of the project area.

2. Reproducible master of Seed Collection forms.

3. Reproducible master of Contract Daily Diary.

C-4 CONTRACTOR-FURNISHED PROPERTY

Staking materials with a highly visible color such as orange or yellow for marking locations of plant populations.

C-5 DAILY DIARY

1. The Contractor shall maintain a contract daily diary of areas surveyed and species collected.

Information recorded shall include date, HRA, location, species located, survey time (to the nearest 15 minutes), species collected and collection time. Survey and collection areas shall be mapped each day work is performed.

2. Daily diaries shall be submitted to the contracting officer’s representative (COR) or inspector weekly or as otherwise mutually agreed to by the contracting officer and the Contractor.

3. A Contract Daily Diary is attached.

C-6 MAPPING AND LOCATION STANDARDS

A. Reconnaisance/Survey

For each of the thirteen HRAs, the Contractor shall identify the three to four dominant native perennial species within the habitat. These will be the target species for collection. The quantities of each species needing to be collected will vary by the acreages within each HRA. Section J identifies the acreage needing to be seeded for each HRA.

The Contractor shall locate suitable seed collection sites within Government-designated areas (1-mile buffer around HRA). The Contractor shall allow a sufficient amount of time prior to seed collection for locating suitable collection sites. Seed collection sites shall meet the following criteria:

1. Seed collection sites shall not be located within a Wilderness Area, Proposed Wilderness Area, Research Natural Area, Recreation Site,or other specially designated area even if not marked on the ground. The one exception is:

a. Seed will be collected from the Hauser South Proposed Wilderness Area on the

Descanso Ranger District, as directed by the COR. This seed will only be used for a habitat rehabilitation project within the DRD, Hauser Wilderness HRA.

2. Seed shall only be collected from Forest Service lands as designated herein. Seed shall not be collected from private lands.

3. Collection sites shall be marked with flagging hung at a point easily visible from the road used to access the site. The written description shall include a compass bearing and approximate distance in feet from the access road if the collection site is located away from the road. Stake wire flags shall be used to assist in relocating collection sites. Where sites are obvious stake wire flags need not be used.

B. Seed Collection Sites

Seed collection sites shall be numbered and marked on topographic maps provided by the government. Collection sites shall be numbered sequentially. These numbered sites shall be referenced to a written description of the collection site. The form includes site and collection information. The location description and map shall consist of enough information to enable an inspector to relocate the site.

C. Field Inspections

The COR may make field visits while survey and collection is in progress. These visits will be coordinated between the Contractor and the COR. The Contractor shall inform the COR or inspector of their location while work is in progress.

C-7 SEED COLLECTION STANDARDS

A. Prior to commencement of seed collection, the Contractor shall submit to the government a proposal with a list and quantity of species to be collected, including government-furnished topographic maps delineating the collection sites.

B. The COR will review the proposal and either approve it or request changes.

C. Once the list and quanity of species has been approved, the Contractor shall submit a work plan schedule to the Government for approval before the commencement of work. The work shall include, at a minimum, the following:

1. A schedule of the approximate dates when the seed will be collected for each species.

Multiple trips to a site may be required to determine when the seed is ripe.

2. A short description of the methods to be used to collect seed for each species.

3. A description of the methods that will be used to clean the seed for each species.

D. Seed shall be mature and sound. Seed is considered sound when the bud endosperm and embryo are developing normally and there is no evidence of insect, disease, climatic or other types of damage.

E. Seed shall be collected from no more than 25% of the plants in a given area and no more than 25% of any individual plant.

F. Seed or seed-bearing fruits shall not be collected if they touch the ground.

G. Plants chosen for collection shall appear healthy, vigorous and free of any sign of disease.

H. Significant damages to the parent plant (e.g., cut limbs, crushng) shall not be incurred during seed collection.

I. Seed heads may be cut off just below the flower infloresence, however cutting shears must be sterilized between project areas to prevent disease spread.

J. Care must be taken to avoid weedy areas in order to avoid seed contamination and the spread of non-natives. Areas showing signs of vegetation type conversion to non-natives shall not have seeds collected.

K. No off-road vehicle driving shall be allowed for collection. Vehicles must stay on designated roadbeds that are not overgrown with vegetation.

C-8 SEED CLEANING STANDARDS

A. Seed shall be cleaned of chaff and excess plant material. No more than 15% of the final cleaned seed weight shall be comprised of this material.

B. Seed shall be cleaned of non-target species. No more than 5% of the final cleaned seed weight shall be comprised of non-target species.

C. Chamise (Adenostoma fasciculatum) seed shall be pre-treated with a fire effect in order to break seed dormancy. Heat, charate, leachate, smoke, liquid smoke or other approved method shall be used.

C-9 SEED PACKAGE STANDARDS

A. Seed shall be packaged separately by species and HRAs using seed collection bags.

B. The Contractor shall fill out two, identical seed identification tags for each seed package. Seed identification tags shall include the species name, collection site number, HRA, PLS target species weight (ounces), non-target species weight (ounces), plant material debris weight (ounces), date collected and collector's name. The Contractor shall place one tag inside the seed package and the other tag shall be securely attached to the outside of the package. The outside of each package of seed shall also be marked with the species name and collection site number. All marking shall be done using a permanent marking pen, and tags used shall be of sufficient quality to withstand normal weather and storage conditions. HRAs shall be coded as follows:

Habitat Rehabilitation Areas:

A- TRD, North Main Divide B- PRD, Indian Flats C- PRD, Tule Springs D- DRD, Anderson-Capitan Grande E- DRD, Bear Valley F- DRD, Boulder Creek Road G- DRD, Buckman Springs H- DRD, El Cajon I- DRD, Hauser Wilderness J- DRD, Japatul Road K- DRD, Kitchen Creek L- DRD, Lake Morena M- DRD, Pine Creek

C. Seeds shall be stored in containers that will protect them from the elements. Containers shall be resealable, after inspection by the Government, without the need for repackaging.

D. Seeds collected by the Contractor shall be protected from all forms of potential damage such as;

moisture, heat, chemicals, mechanical and other environmental conditions detrimental to healthy, viable seed.

C-10 COLLECTION SUMMARY

A written summary of all seed collections, by RD, will be provided by the Contractor. The summary will include species, HRA collection site and ounces.

C-11 DELIVERY

A. Packaged seed shall be delivered by the Contractor to the Government, at the following location:

Cleveland National Forest Supervisor’s Office 10845 Rancho Bernardo Rd, Suite 200 San Diego, CA 92127

B. Other times and places for delivery may be mutually agreed to by the Contractor and the Government.

C-12 PAYMENT

A. Payment will be made for work performed as follows: location, field documentation, mapping, and travel related to, will be paid at the reconnaissance/survey hourly rate. Seed collection, seed cleaning, seed packaging, collection summary, and travel related to, will be paid at the collecting/cleaning hourly rate.

B. The Contractor shall keep records of the time spent with the Daily Diary. Work for which payment is authorized will be documented to the nearest 15 minutes. The Contractor shall certify that the times recorded are true and correct and shall be approved by the COR.

C. The hourly rate shall commence upon leaving each Ranger District office. Travel between Ranger

Districts will not be considered for payment. Payment for discussions and work incidental to performance of the work specified in C-12, A, will not be considered for payment unless otherwise approved by the Contracting Officer.

PART I - INSPECTION AND ACCEPTANCE

SECTION E

E-1 GOVERNMENT INSPECTION AND ACCEPTANCE

A. Mapping inspections will be accomplished by random visual inspections to:

1. Locate sites from Contractor's notes.

2. Assure areas are properly flagged.

3. Assure species mapped are present.

B. Daily diaries will be reviewed for documentation of activities and time spent in reconnaissance/survey work and seed collection work. COR will make field site visits.

C. Seed packages will be visually inspected for debris and chaff content; seed species; signs of disease; and insect and mechanical damage.

D. Unacceptable Seed - The Government will not accept seed under the following conditions:

1. Seed that is not packaged and properly identified according to the specifications in Section C of this contract.

2. Seed packages that contain more than a total of 5 percent by weight of seed from any other plant species.

3. Seed packages that contain more than 15 percent by weight chaff, twigs, leaves or other debris.

E-2 RE-WORK

Unacceptable seed will be rejected by the Government. The Contractor shall be responsible for either re-cleaning or re-collecting seed to meet the contract specifications. All re-work shall be at no additional cost to the Government.

PART I - CONTRACT ADMINISTRATION DATA

SECTION G

G-1 DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVE

The Contracting Officer hereby designates the below named individual(s) as the Contracting Officer's Representative(s) (COR('s)):

All Items

Name: TBA Address:

Phone:

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. (This does not apply to individual task assignments which were issued by the COR provided they do not affect the delivery schedule or performance period stated in the contract.)

On all matters that pertain to the contract terms the Contractor shall 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.

G-2 PRE-WORK CONFERENCE

Prior to commencement of work, the Contractor shall meet with the Contracting Officer to discuss contract terms and work performance requirements, work progress schedule, and fire prevention and suppression plans. The meeting will be held at the Forest Service District or Supervisor's Office where work will be performed unless otherwise agreed. The Contractor's designated representative(s) shall attend the prework conference.

G-3 CONTRACTOR’S REPRESENTATIVE

The Contractor's designated representative shall be literate and conversant in the English language. A Contractor's Representative who does not possess the ability to communicate with Government representatives, orally and in writing, will not be acceptable to the Government and may be cause for the Government to suspend Contractor's right to proceed until a suitable Contractor's Representative is designated.

G-4 USE OF PREMISES

The Contractor shall comply with the regulations governing the operation of premises which are occupied and shall perform his contract in such a manner as not to interrupt or interfere with the conduct of Government business.

Before any camp is opened or operated on National Forest land or lands administered by the Forest Service, written permission shall be obtained through the Contracting Officer. A camp is interpreted to include the camp site or trailer parking area of any employee working on the project for the Contractor. Such permission, if granted, will be without charge to the Contractor.

Forest Service regulations for use of campground prohibits occupancy of developed recreation sites for other than primarily recreation purposes.

G-5 (USDA 452.236-77) EMERGENCY CONTROL (FEB 1988)

(a) Contractor's Responsibility of Fighting Fire. The Contractor, under the direction of the Forest Supervisor or, in the absence of said officer, acting independently, shall immediately extinguish, all fires on or in the vicinity of the project. If it is determined subsequently by the Contracting Officer that a fire was caused by the Contractor or the Contractor's agents or employees, whether caused directly or indirectly as a result of Contractor operations, the Contractor's cost relating to extinguishing the fire shall not be reimbursed by the Government and shall be the sole responsibility of the Contractor. In addition, the Contractor may be held liable for all damages on costs incurred by the Government for labor subsistence, equipment, supplies, and transportation deemed necessary to suppress a fire set or caused by the Contractor or the Contractor's agent or employees.

(b) Contractor's Responsibility for Controlling Other Emergencies. When requested by the Contracting Officer, the Contractor shall allow the Forest Service to temporarily use employees and equipment for emergency work. Payment will be made at not less than the current area rate established by the Forest Service. Employees and equipment will be released from emergency operations when other labor and equipment adequate for the protection of the area is obtained.

G-6 PUBLIC OFFICIALS NOT PERSONALLY LIABLE

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

DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

SECTION J -

Attachments Page

Trabuco Ranger District Vicinity Map…………………………………………… C-1 TRD, North Main Divide HRA Map……………………………………............... C-2 Palomar Ranger District Vicinity Map…................................................................ C-3 PRD, Indian Flats HRA Map……………………………………………………... C-4 PRD, Tule Springs HRA Map……………………………………………………. C-5 Descanso Ranger District Vicinity Map………………………………………….. C-6 DRD, Anderson/Capitan Grande HRA Map……………………………………... C-7 DRD, Bear Valley & Buckman Springs HRAs Map…………………………….. C-8 DRD, Boulder Creek & Japatul Valley HRAs Map……………………………… C-9 DRD, El Cajon HRA Map………………………………………………………... C-10 DRD, Hauser Wilderness HRA Map…………………………………………….. C-11 DRD, Kitchen Creek HRA Map…………………………………………………. C-12 DRD, Lake Morena HRA Map………………………………………………....... C-13 DRD, Pine Creek HRA Map…………………………………………………....... C-14 Contract Daily Diary……………………………………………………………... C-15 Acreage to be Seeded…………………………………………………………….. C-16 Seed Collection Form…………………………………………………………….. C-17

PART I – EVALUATION FACTORS FOR AWARD

SECTION M

M-1 AWARD OF CONTRACT

Before a quoter will be considered for award, documentation must be presented to the Government showing that the person(s) who will actually be doing the identification, mapping and overseeing the collection meet either of the following criteria:

(1) Completion of a 2- or 4-year course in Botany or a related field supplemented with at least 6 months of field experience in native southern California ecosystems. The field experience must have been gained within the 3-year period preceding the advertisement date of this quotation.

OR

(2) Ecological restoration experience of three years, six months of which must include experience in identification, mapping and collection of native species of southern California ecosystems, within the 3-year period preceding the advertisement date of this quotation.

Quoter should indicate education information below:

Education_________________________________________________________

School_______________________________ Year of Graduation___________

Degree (Type) ____________________________________________________

2 - Contract Terms and Conditions

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 postacceptance 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; and (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. (JUN 2016)

(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 (NOV 2015).

(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: (Contracting Officer check as appropriate.)

[ ] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (SEP 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 (OCT 2015) (41 U.S.C. 3509).

[ ] (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 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 (OCT 2015) (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).

[XX ] (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (OCT 2015) (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 (JUN 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 2015) (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 2015) 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. 657f).

[ 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, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (DEC 2015) (15 U.S.C.

637(m)).

[ ] (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (DEC 2015) (15 U.S.C. 637(m)).

[XX ] (25) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

[ ] (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (FEB 2016) (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 (OCT 2015) (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 Veterans (FEB 2016) (38 U.S.C. 4212).

[ ] (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

[XX ] (33)(i) 52.222-50, Combating Trafficking in Persons (MAR 2015) (22 U.S.C.

chapter 78 and E.O. 13627).

[ ] (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O.

13627).

[ ] (34) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

[ ] (35)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA- Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[ ] (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

[ ](36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

[ ](37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (JUN 2016) (E.O. 13693).

[ ] (38)(i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

[ ] (ii) Alternate I (OCT 2015) of 52.223-13.

[ ] (39)(i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

(ii) Alternate I (JUN 2014) of 52.223-14.

[ ] (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

[ ] (41)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

[ ](ii) Alternate I (JUN 2014) of 52.223-16.

[XX ] (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011)

[XX ] (43) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

[ XX] (44) 52.223-21, Foams (JUN 2016) (E.O. 13693).

[XX ] (45) 52.225-1, Buy American-Supplies (MAY 2014) (41 U.S.C. chapter 83).

[XX ] (46)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (MAY 2014) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

[ ] (ii) Alternate I (MAY 2014) of 52.225-3.

[ ] (iii) Alternate II (MAY 2014) of 52.225-3.

[ ] (iv) Alternate III (MAY 2014) of 52.225-3.

[ ] (47) 52.225-5, Trade Agreements (FEB 2016) (19 U.S.C. 2501, et seq., 19 U.S.C.

3301 note).

[ ] (48) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[ ] (49) 52.225-26, Contractors Performing Private Security Functions Outside the United States (JUL 2013) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

[ ] (50) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150).

[ ] (51) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area

(NOV 2007) (42 U.S.C. 5150).

[ ] (52) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

[ ] (53) 52.232-30, Installment Payments for Commercial Items (OCT 1995) (41 U.S.C.

4505, 10 U.S.C. 2307(f)).

[ XX ] (54) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (JUL 2013) (31 U.S.C. 3332).

[ ] (55) 52.232-34, Payment by Electronic Funds Transfer - Other than System for Award Management (JUL 2013) (31 U.S.C. 3332).

[ ] (56) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

[ ] (57) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

[ ] (58)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631).

[ ] (ii) Alternate I (APR 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, 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: (Contracting Officer check as appropriate.)

[ ] (1) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014) (E.O. 13495).

[ ] (2) 52.222-41, Service Contract Labor Standards (MAY 2014) (41 U.S.C. chapter 67).

[ ] (3) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[ ] (4) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

[ ] (5) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

[ ] (6) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[ ] (7) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (MAY 2014) (41 U.S.C. chapter 67).

[XX ] (8) 52.222-55, Minimum Wages Under Executive Order 13658 (DEC 2015).

[ ] (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (MAY 2014) (42 U.S.C. 1792).

[ ] (10) 52.237-11, Accepting and Dispensing of $1 Coin (SEP 2008) (31 U.S.C.

5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records - Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) of this paragraph in a subcontract for commercial items.