AG-9JGP-S-16-0091.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE 1 OF 59

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30 794827

2. CONTRACT NO. 3. AWARD/EFFECTIVE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

DATE AG-9JGP-S-16-0091 09/01/2016

7. FOR SOLICITATION INFORMATION CALL: a. NAME

Craig Ericson, Contracting Katrina Kuchenbecker, Technical

b. TELEPHONE NUMBER(No collect calls)

530-478-6142

530-543-2620

8. OFFER DUE DATE/ LOCAL

TIME

09/15/2016 2:30 pm PDT

9. ISSUED BY

CODE

10. THIS ACQUISITION IS UNRESTRICTED OR SET ASIDE: 100 % FOR

SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS

HUBZONE SMALL (WOSB) ELIGIBLE UNDER THE WOMEN OWNED

BUSINESS SMALL BUSINESS PROGRAM

SERVICE DISABLED EDWOSB

VETERAN- OWNED

8(A)

SIZE STANDARD:

NAICS: 238910

SMALL BUSINESS

$15.0 Million

USDA Forest Service Central California Acquisition Service Area 631 Coyote St.

Nevada City CA 95959

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS 13a. THIS CONTRACT IS A RATED

ORDER UNDER DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE

See specifications.

16. ADMINISTERED BY CODE

See block 9.

17a. CONTRACTOR/ CODE FACILITY

OFFEROR

CODE

18a. PAYMENT WILL BE MADE BY CODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

OFFER IS CHECKED

SEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM N0. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

29 Mile Guard Station and Garage Demolition

Eldorado National Forest

See separate schedule sheet.

Description of Work, Page 8 Evaluation Criteria, Page 39

Please provide the following information:

DUNS#_________________

Email:__________________

PHONE No.:_______________

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

See IAS requisition.

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _______1________ 29. AWARD OF CONTRACT: REF.

OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY DATED .. YOUR OFFER ON SOLICITATION

ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED (BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS: ____________________

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

Craig A. Ericson 31c. DATE SIGNED

9JGP

AG-9JGP-S-16-0091

Table of Contents

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

B.2 SCHEDULE OF ITEMS

B.3 DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

SECTION C - CONTRACT CLAUSES

C.1 52.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (MAY

2015)

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.3 452.211-72 STATEMENT OF WORK/SPECIFICATIONS (FEB 1988)

C.4 452.211-73 ATTACHMENTS TO STATEMENT OF WORK/SPECIFICATIONS (FEB

1988)

C.5 452.215-73 POST AWARD CONFERENCE (NOV 1996)

C.6 452.236-71 PROHIBITION AGAINST THE USE OF LEAD-BASED PAINT (NOV

1996)

C.7 452.236-73 ARCHAELOLGICAL OR HISTORIC SITES (FEB 1988)

C.8 452.236-74 CONTRAL OF EROSION, SEDIMENTATION , AND POLLUTION (NOV

1996)

C.9 452.236-76 SAMPLES AND CERTIFICATES (FEB 1988)

C.10 452.246-70 INSPECTION AND ACCEPTANCE (FEB 1988)

C.11 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS (JUN 2016)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS OR ATTACHMENTS

D.1 LIST OF ATTACHED DOCUMENTS

SECTION E – SOLICITATION PROVISIONS

E.1 52.212-1 INSTRUCTIONS TO OFFERORS-COMMERCIAL ITEMS (OCT 2015)

E.2 52.212-2 EVALUATION – COMMERCIAL ITEMS (OCT 2014)

E.3 52.252-1 SOLICITATION PORVISIONS INCORPORATED BY REFERNCE (FEB

1998)

E.4 52.204-20 PREDECESSOR OF OFFEROR (JUL 2016)

E.5 452.204-70 INQUIRIES (FEB 1988)

E.6 452.209-70 REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID

DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY

FEDERAL LAW – FISCAL YEAR 2015 APPROPRIATIONS AND BEYOND

(DEVIATION 2015-01)

E.7 452.219-70 SIZE STANDARD AND NAICS CODE INFORMATION (SEP 2001)

E.8 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-COMMERCIAL

ITEMS (JUL 2016)

SECTION B - CONTINUATION OF SF 1449 BLOCKS

B.1 CONTRACT ADMINISTRATION DATA

(continuation from Standard Form 1449, block 18A.)

1. Contract Administration: All contract administration matters will be handled by the following individuals:

a. CONTRACTOR:

b. GOVERNMENT: US Forest Service

Craig A. Ericson

Contracting Officer

530-478-6142

Cericson@fs.fed.us

2. CONTRACTOR REMITTANCE ADDRESS: All payments by the Government to the contractor will be made in accordance with:

[X] 52.232-34, Payment by Electronic Funds Transfer -

Other than Central Contractor Registration, or

[] 52.232-36, Payment by Third Party

3. GOVERNMENT INVOICE ADDRESS:

Payment will be made from the contractor’s invoice. All invoices are to be submitted via the electronic Invoice Processing Platform (IPP). 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. This is no pre-award registration.

After award of a contract, please make sure that your company registers promptly at http://www.ipp.gov/vendors/enrollment-vendors.htm to establish your account. PRIOR to starting the IPP enrollment process, please verify that the point of contact’s (POC’s) email address is up to date in your company’s System for Award Management (SAM) account at www.sam.gov, and that any recent update(s) have been allowed time to process resulting in an “Active” status on the SAM account. The one-time enrollment in IPP means a series of emails will be sent to the SAM POC.

If you have questions on the IPP enrollment process, call IPP Customer Support at (866) 973-3131.

IPP customer support is available to assist users from 8 a.m. to 6 p.m. Eastern, Monday through

Friday (excluding holidays). A user ID and password are required to view payment information.

mailto:Cericson@fs.fed.us https://www.ipp.gov/index.htm http://www.ipp.gov/vendors/enrollment-vendors.htm http://www.sam.gov/

B.2 SCHEDULE OF ITEMS

PART 1, SCHEDULE OF ITEMS

SUPPLIES OR SERVICES AND PRICES/COSTS

PROJECT 29 Mile Guard Station and Garage Demolition Ver 12/02

UNIT Eldorado National Forest

SOL. # AG-9JGP-S-16-0091

ITEM NO. DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL PRICE

1100 Mobilization Lump Sum 1 $ - $ -

1200 Erosion Control BMP's Lump Sum 1 $ - $ -

1300 Guard Station Demolition Lump Sum 1 $ - $ -

1400 Garage Demolition Lump Sum 1 $ - $ -

1500 Asbestos removal and disposal Lump Sum 1 $ - $ -

1600 Lead based paint removal and disposal Lump Sum 1 $ - $ -

TOTAL $ -

NOTES: 1. Responses for quantities less than those listed in the numbered items may be rejected.

2. Responses without prices for each item and sub-item may be rejected.

PRICE SUBMITTED BY:

Signature Phone

Vendor Name FAX

Address Email

B.3 DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

B.3.1 SCOPE OF CONTRACT

Description of Work: This project is for the demolition of the 29 Mile Guard Station and Garage, located on the Eldorado National Forest. The two structures consist of a 1,000 square foot residence and a 330 square foot garage.

The work covered under this section includes: (1) demolition of the structures; (2) abatement of hazardous materials/hazardous building components found in the structures; (3) recycling and salvaging of building materials that can be recycled and salvaged; (4) disposal of all other materials generated during site activities; (5) compacting, backfilling and final grading of excavated areas.

This work will also include, but is the limited to the following: removal of fencing and concrete walkways, cutting and capping of existing utilities, protecting other utilities in-place and protecting historic components of the Lincoln Highway adjacent to the site.

Contractor Responsibility: The Contractor shall provide everything--including, but not limited to, all equipment, supplies, transportation, labor, and supervision--necessary to complete the project, except for that which the contract clearly states is to be furnished by the Government.

B.3.2 Project Location & Description Location: The project is located on the Eldorado National Forest, Placerville Ranger District.

Directions: From Placerville, CA, travel east on US Hwy 50 for approximately 27 miles. The

29 Mile Guard Station and Garage is located on the north side of Hwy 50 up a short driveway.

Latitude: 38.767219, Longitude: -120.355535

Any prospective contractor desiring an explanation or interpretation of the solicitation, drawings, specifications, etc., must request it in writing from the Contracting Officer soon enough to allow a reply to reach all prospective contractors before the solicitation closing date. Oral explanations or instructions given before the award of a contract will not be binding.

B.3.3 Maps Maps and photos showing the general vicinity and/or specific work areas are included as attachments. Maps are general in nature and are not to be considered as definitively identifying locations.

Attachment 3 – Site Plan

Attachment 4 – Site Photos

Attachment 5 – Water System Site Plan

B.3.4 Estimated Start Date & Contract Time Work Timing: The Contractor shall begin work within 10 calendar days after the effective date of the Notice to Proceed and shall prosecute the work at a rate that will result in completion of all work within the following time frame:

Estimated start work date: October 1, 2016

Contract Time: 45 Calendar Days

Failure to begin work on schedule will make the contract subject to immediate termination for default.

Delays due to normal adverse weather, weekends, and holidays have been included in the calculation of contract time. The Government reserves the right to set the priority of items or sub items. Contractor shall complete all work on one sub item before proceeding to another.

If this solicitation has more than one numbered item, award of more than one item to one contractor will not change the start work dates or the amount of contract time; times will run concurrently.

Winter Shutdown: When winter weather sets in and the continuation of work is impractical, the

Contracting Officer may authorize a total suspension until such time as work can proceed.

During the period of total suspension, the calendar days elapsed will not be charged against the contract time.

B.3.5 Restrictions on Work Work may be performed at any time during the period of the contract, except as outlined here.

Nothing in this part shall be construed to take away any of the Government's rights under the

Suspension of Work Clause (52.242-14). Restrictions are as follows:

1. In accordance with the fire plan.

2. When the Contracting Officer (or designated representative) determines that adverse weather has made access too dangerous or that continued vehicular travel would cause unacceptable road damage.

3. Work may be performed from August 15 to March 1.

B.3.6 Licenses and Insurance The contractor shall obtain the insurance and licenses listed here.

MSPA Card (Form WH510): This contract does not require the contractor to be registered with the US Department of Labor as a Farm Labor Contractor. The Contractor shall provide a current

Form WH510 or legible copy.

Other: See Additional Technical Specifications for Hazardous Waste removal and transportation requirements.

B.3.7 Camping and Housing Camping is not permitted in US Forest Service campgrounds. Contractor will not be permitted to camp elsewhere on US Forest Service land. Camping on Forest Service land is not a right;

permission may be revoked for failure to comply with the terms of the permit.

B.3.8 Public Safety Contractor is responsible for ensuring site is secured and safe for public in the vicinity.

B.3.9 Road Maintenance Contractor must protect existing asphalt and stone features of access road. Any damage to existing improvements not identified for removal will be repaired at the contractor’s expense.

B.3.10 Hazardous Materials Testing and Abatement This facility has been surveyed and tested by an independent laboratory for the presence of asbestos and lead based paint. Both asbestos and lead based paint were found to be present in this facility. See attachment 6, Asbestos and Lead Reports for location and concentration of asbestos and lead based paint. Abatement has been included as individual line items in the

Section B. The contractor must follow all local, state, and federal regulations for removal and transportation of the hazardous material.

B.3.11 Technical Requirements

B.3.11-1 Specifications See Attachment 1 – Demolition Specifications

See Attachment 2 – Additional Technical Specifications

B.3.12 Inspections and Acceptance

B.3.12-1 Quality Control Plan The Contractor shall provide an approved Quality Control Plan describing methods to insure that the material produced comply with the applicable specifications in the solicitation and attachments. In addition to the requirements in FAR 52.212-4, the Contractor shall maintain an inspection system acceptable to the Government. The intended purpose of the Contractor performing self-inspection is quality control of work being performed, thereby allowing the

Contractor to identify and correct any quality deficiencies while the work is in progress. Prior to requesting an inspection or payment, the Contractor shall make available to the Government all of their inspection records of the work performed.

B.3.12-2 Government Inspections Government inspections are for the purpose of satisfying the Government that the services are acceptable and do not relieve the Contractor of the responsibility for maintaining quality control.

The Contracting Officer's Representative or designated inspector will conduct all inspections.

The Contractor (or designated representative) is encouraged to be present to observe inspections.

Summary results will be made available on request.

Compliance Inspections: Visual compliance inspections will be made on a periodic basis. Such inspections are not final and do not constitute acceptance by the Government.

Final Inspections: Final (formal) inspections for payment will be made on completed sub-items only. Contractor shall request final inspections in writing and give the Forest Service at least two working days advanced notice. Inspections will be completed within four working days after the notice is received. If the work is not ready for inspection at the time specified by the

Contractor, the cost associated with the inspection attempt may be charged to the Contractor.

Disputed Inspection: The Contractor may request reinspection without rework if the results are unacceptable. Reinspection must be requested in writing within 48 hours after receiving written notice of the inspection results. Reinspection will be accomplished within five working days after receipt of the contractor's written request.

The same sampling and inspection procedures will be used, but new samples will be taken. The inspection pattern will be shifted so that new samples will not overlap previously inspected samples. Results will be rounded to the nearest whole percent.

If reinspection results are within five percentage points of the first inspection, the original inspection result will be used in determining acceptability and payment. If reinspection results are greater than five percentage points above or below the first inspection, the reinspection results will be used.

If the reinspection results are within five percentage points of the first inspection, the Contractor shall pay the actual costs of the reinspection.

Reinspection after Rework: Where rework after a failed inspection may improve the inspection results, the Contractor may rework the area and request (in writing) a second inspection. The

Government will charge to the Contractor the cost of this additional inspection. Reinspection will be accomplished within five working days after the notice is received. The results of the second inspection will be final, and no further rework will be permitted. Areas not ready for reinspection at the time specified by the contractor will not be reinspected, and the results of the first inspection will be final.

B.3.12-3 Acceptance Work on this contract will be deemed acceptable when the processes and/or deliverables conform to the contract requirements.

B.3.13 Contract Administration Data

B.3.13-1 Pre-Work Pre-work conference: Before work begins on service contracts, a pre-work conference is normally held to discuss the contract – especially the specifications, labor provisions, plan of work, and selected standard clauses. The pre-work meeting should be attended by an officer of the firm or someone designated in writing to act on behalf of the firm. The pre-work meeting may be waived at the discretion of the Contracting Officer.

Notice to Proceed: No work may begin on this contract until the Contracting Officer has issued a Notice to Proceed.

B.3.13-2 Payment Payments and Deductions: Payment will be made for fully acceptable work at the prices bid in the schedule of items. In the event of extended non-work periods because of adverse weather, the

Contracting Officer may authorize progress payments for partially completed sub-items on a case-by- case basis. In accordance with the inspection clause, payment may be made for less than fully acceptable work at a reduced price. Other exceptions are noted below:

Contract Release: The following supplements the Payments clause:

Before final payment will be made the Contractor shall sign a release of all claims against the

Government arising by virtue of this contract, other than claims, in stated amounts, that the

Contractor has specifically excepted from the operation of the release. A release may also be required of the assignee if the Contractor's claim to amounts payable under this contract has been assigned under the Assignment of Claims Act of 1940 (31 U.S.C. 3727 and 41 U.S.C. 15).

Invoices: Payment will be made from Contractor's invoice.

Retainage: (applicable to service contracts where work accomplishments are measured in units other than time)

The Contracting Officer may retain up to 10 percent of the invoiced amount if the contractor is behind schedule at the time the invoice is presented. “Behind schedule” means that the percentage of work completed is less than the percentage of time used.

B.3.14 Special Contract Requirements

B.3.14-1 Emergencies Fire Plan: See attached Fire Plan.

Area of Responsibility for Fire. Unless otherwise noted elsewhere in the contract, the following define the limits of a contractor's area of responsibility for fire under the terms of the Fire Plan:

Special for this project: 100 meters around the perimeter of the project

B.3.14-2 Superintendence by Contractor The name and the specific authorities of the foreman or superintendent must be designated in writing to the Contracting Officer. The Contractor may use his/her own prepared letterhead stationery or a

"Designation of Contractor's Representative" form available from the Contracting Officer. If the

Contractor or the designee is not present when work is being performed on the contract, a Suspend

Work Order may be issued with contract time continuing to run. The Contractor shall have a person on-site that is fully conversant in the English language.

B.3.14-3 Archaeological and Historic Sites Location of known archaeological, historic, or pre-historic materials--such as Amerind artifacts and/or historic mining, logging, or fur trapping remains protected by the American Antiquities

Act (l6 USC 433)--will be identified for the contractor before work commences.

B.3.14-4 Spill Plan If the total oil or oil products storage exceeds 1,320 gallons or if any single container exceeds a capacity of 660 gallons, the Contractor shall prepare and implement a Spill Prevention and

Countermeasures (SPCC) Plan. Such plan shall meet applicable EPA requirements (40 CFR 112), including certification by a registered professional engineer. The Contractor under the direction of the Contracting Officer, or in the absence of said officer, acting independently, shall immediately take action to contain and clean up, without expense to the Government, all petroleum products spills on or in the vicinity of the project which are caused by the Contractor's employees directly or indirectly as a result of contract operations. The Contractor may be held liable for all damages and costs of additional labor, subsistence, equipment, supplies, and transportation deemed necessary by the Government for the containment and cleanup of petroleum products spills caused by Contractor's employees or resulting from contract operations. The Contractor shall immediately report all petroleum products spills to the Contracting Officer.

B.3.14-5 Final Cleanup Before final acceptance, all areas occupied by the Contractor in connection with the work shall be cleaned of all contractor’s rubbish, excess materials, temporary structures, and equipment, and all parts of the work area shall be left in a neat and presentable condition.

B.3.14-6 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.

B.3.14-7 Designation of Contracting Officer’s Representative The Contracting Officer designates the Contracting Officer's Representative(s) (COR). 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 must communicate with the

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

B.3.14-8 Approval of Subcontracting The Contractor shall request approval from the Contracting Officer prior to entering into any subcontract arrangement. The subcontractor shall have the experience and be equipped for such work. The written notification shall include as a minimum:

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

B. The date upon which the subcontract was entered into and its duration C. A detailed description of the work being subcontracted including a listing of contract items, units, etc., as appropriate.

D. Documentation of the subcontractor's representative authority.

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

B.3.14-9 Certification of Compliance Contractor shall certify compliance with specific fire precautionary measures included in the attached Fire Protection and Suppression Forms. The certification shall be made prior to commencement of work and shall be updated if at any time during performance the conditions change. The Government may conduct verification inspections to ensure Contractor's compliance.

B.3.14-10 Internet Payment Platform (IPP) After February 28, 2014 all payment requests must be submitted electronically through the US

Department of the Treasure’s Internet Payment Platform System (IPP). “Payment request” means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or clause 52.212-4 Contract Terms and Conditions – Commercial Items included in commercial item contracts. The IPP website address is: https://www.ipp.gov. Under this contract, the following documents are required to be submitted as an attachment to the IPP Invoice:

Each invoice shall be submitted on the Contractor’s letterhead or invoice form with the following:

1. Invoice date and Government Contract Number.

2. Billing period specified with beginning and ending dates. The beginning date must not be later than the completion date or within any previous billing dates.

3. An accounting (bulleted list, for example) of charges claimed and amounts due.

4. Total amount due for the billing period.

https://www.ipp.gov/

5. A Progress Report shall be submitted to support each invoice and shall include a summary of work performed during the period of performance identified on the invoice, which at a minimum must include:

a. Description of the previous month’s project activities and the planned activities for the next month

b. For each deliverable: identify the items supplied during the month and the cumulative items delivered.

c. Reconcile progress of each deliverable with the schedule identified for each

d. Identify issues and/or concerns that may affect the project or schedule

e. Any other information required in the Contract to be included in the Progress

Report

The Contractor must use the IPP website to register access and use IPP for submitting requests for payment. The Contractor Government Business Point of Contact (as listed in SAM) will receive enrollment instructions via email from the Federal Reserve Bank of Boston (FRBB) within 3 – 5 business days of award or the system implementation date. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email ippgroup@bos.frb.org or phone (866) 973-3131. If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the Contracting Officer with its proposal or quotation.

SECTION C - CONTRACT CLAUSES

C.1 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 Government wide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the

Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting

Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

52.232-34, Payment by Electronic Funds Transfer—Other Than System for Award Management), or applicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.

3903) and Office of Management and Budget (OMB) prompt payment regulations at 5

CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt Payment. The Government will make payment in accordance with the Prompt

Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see

52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected contract line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the

Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in

(i)(6)(v) of this clause, and then at the rate applicable for each six-month period at fixed by the Secretary until the amount is paid.

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

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

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

(B) The Contractor fails to liquidate a debt previously demanded by the

Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

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

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

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

(A) The date fixed under this contract.

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

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

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

Contractor;

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

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

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

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

Government upon:

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

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

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

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the

Contractor shall be liable to the Government for any and all rights and remedies provided by law.

If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with

31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain

Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and

41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with

Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the

SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2)

(i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in Subpart

42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to:

(A) Change the name in the SAM database;

(B) Comply with the requirements of Subpart 42.12 of the FAR;

(C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the

Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s

SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

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

(u) Unauthorized Obligations.

https://www.acquisition.gov/

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

Act violation (31 U.S.C. 1341), the following shall govern:

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

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

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

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

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

**ADDENDUM TO FAR 52.212-4**

C.2 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

http://www.acquisition.gov/far/index.html http://www.dm.usda.gov/procurement/policy/agar.htm http://farsite.hill.af.mil/vfvara.HTM

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE JUL 2015

MAINTENANCE

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL DEC 2013

BUSINESS SUBCONTRACTORS

C.3 452.211-72 STATEMENT OF WORK/SPECIFICATIONS (FEB 1988)

The Contractor shall furnish the necessary personnel, material, equipment, services and facilities (except as otherwise specified), to perform the Statement of Work/Specifications referenced in Section J.

C.4 452.211-73 ATTACHMENTS TO STATEMENT OF WORK/SPECIFICATIONS

(FEB 1988)

The attachments to the Statement of Work/Specifications listed in Section J are hereby made part of this solicitation and any resultant contract.

C.5 452.215-73 POST AWARD CONFERENCE (NOV 1996)

A post award conference with the successful offeror is required. It will be scheduled within 15 days after the date of contract award. The conference will be held at: *TBD .

C.6 452.236-71 PROHIBITION AGAINST THE USE OF LEAD-BASED PAINT (NOV

1996)

Neither the Contractor nor any subcontractor performing under this contract shall use paints containing more then 0.06 of 1 percent lead by weight (calculated as lead metal) in the total nonvolatile content of the paint, or the equivalent measure of lead in the dried film of paint already applied, or both.

C.7 452.236-73 ARCHAELOLGICAL OR HISTORIC SITES (FEB 1988)

If a previously unidentified archaeological or historic site(s) is encountered, the Contractor shall discontinue work in the general area of the site(s) and notify the Contracting Officer immediately.

C.8 452.236-74 CONTRAL OF EROSION, SEDIMENTATION , AND POLLUTION

(NOV 1996)

(a) Operations shall be scheduled and conducted to minimize erosion of soils and to prevent silting and muddying of streams, rivers, irrigation systems, and impoundments (lakes, reservoirs, etc.).

(b) Pollutants such as fuels, lubricants, bitumens, raw sewage, and other harmful materials shall not be discharged on the ground; into or nearby rivers, streams, or impoundments; or into natural or man-made channels. Wash water or waste from concrete or aggregate operations shall not be allowed to enter live streams prior to treatment by filtration, settling, or other means sufficient to reduce the sediment content to not more than that of the stream into which it is discharged.

(c) Mechanized equipment shall not be operated in flowing streams without written approval by the Contracting Officer.

C.9 452.236-76 SAMPLES AND CERTIFICATES (FEB 1988)

When required by the specifications or the Contracting Officer, samples, certificates, and test data shall be submitted after award of the contract, prepaid, in time for proper action by the

Contracting Officer or his/her designated representative. Certificates and test data shall be submitted in triplicate to show compliance with materials and construction specified in the contract performance requirements.

Samples shall be submitted in duplicate by the Contractor, except as otherwise specified, to show compliance with the contract requirements. Materials or equipment for which samples, certifications or test data are required shall not be used in the work until approved in writing by the Contracting Officer.

C.10 452.246-70 INSPECTION AND ACCEPTANCE (FEB 1988)

(a) The Contracting Officer or the Contracting Officer's duly authorized representative will inspect and accept the supplies and/or services to be provided under this contract.

(b) Inspection and acceptance will be performed at: TBD.

**END OF ADDENDUM TO FAR 52.212-4**

C.11 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, 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

Alternat…