solicitation_RFQ.doc

PROJECT NAME

XX NATIONAL FOREST

SOLICITATION NO. AG-9JGP-S-15-XXXX

7. FOR SOLICITATION INFORMATION CALL:

CONTRACTING OFFIER

TECHNICAL REPRESENTATIVE

a. NAME

Teresa Reniff Michael Friend

b. TELEPHONE NUMBER(No collect calls) 530-532-7456 530-836-7167

8. OFFER DUE DATE/ LOCAL TIME

June 9, 2017, 4:30pm

UNRESTRICTED OR FORMCHECKBOX

SET ASIDE: 100 % FOR

FORMCHECKBOX

SMALL BUSINESS FORMCHECKBOX

WOMEN-OWNED SMALL BUSINESS

FORMCHECKBOX

HUBZONE SMALL (WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

BUSINESS SMALL BUSINESS PROGRAM

NAICS: 541990

FORMCHECKBOX

SERVICE DISABLED FORMCHECKBOX

EDWOSB

VETERAN- OWNED SIZE STANDARD: 15.0

SMALL BUSINESS FORMCHECKBOX

8(A)

USDA FOREST SERVICE

CENTRAL CALIFORNIA ACQUISITIONS

875 Mitchell Ave.

Oroville, CA 95965

11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED

FORMCHECKBOX

SEE SCHEDULE

13a. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) 13b. RATING

14. METHOD OF SOLICITATION

RFQ FORMCHECKBOX

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

Invoice Processing Platform IPP

All invoices must be submitted electronically through the Invoice Processing Platform IPP via WWW.IPP.GOV

FORMCHECKBOX

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

FORMCHECKBOX

SEE ADDENDUM

PROJECT NAME: Tall Whitetop Herbicide Project LOCATION: Beckwourth RD, Plumas NF Offers will be accepted hardcopy of via facsimile (530)532-1210 To verify receipt, contact Teresa Reniff (530)532-7456 Contractor MUST be registered in the System for Award Management (SAM.gov) before award can be made.

Please provide the following information:

DUNS#__________________________

Email offers are authorized

25. ACCOUNTING AND APPROPRIATION DATA

See IAS requisition.

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

FORMCHECKBOX

ARE NOT ATTACHED

FORMCHECKBOX

ARE NOT ATTACHED

FORMCHECKBOX

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1

FORMCHECKBOX

29. AWARD OF CONTRACT: REF. OFFER

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

ARE SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

STANDARD FORM 1449 (REV.2/2012)

PREVIOUS EDITION IS NOT USABLE

Prescribed by GSA ‑ FAR (48 CFR) 53.212

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED

FORMCHECKBOX

INSPECTED

FORMCHECKBOX

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ________________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

CORRECT FOR

|PARTIAL | |FINAL

FORMCHECKBOX

COMPLETE FORMCHECKBOX

PARTIAL FORMCHECKBOX

FINAL

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV.2/2012) BACK

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

Treat approximately 160 acres of tall whitetop with herbicide

Treat approximately 1.1acres of rush skeleton weed with herbicide at Discovery Mine on Eureka Creek.

Treat approximately 1 acre of yellow star thistle and rush skeleton weed in McDermott Ravine.

Record daily herbicide applications in writing on implementation logs.

Record treatment areas daily using GPS and provide GPS data to Forest Service according to specifications described in section C2.

JOB

JOB

JOB

JOB

JOB

32a. QUANTITY IN COLUMN 21 HAS BEEN

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ________________________________________

INSPECTED

RECEIVED

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

CORRECT FOR

|PARTIAL | |FINAL

FINAL PARTIAL COMPLETE

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV.2/2012) BACK

SECTION C- STATEMENT OF WORK

C.1 SCOPE OF CONTRACT

Description of Work: The intent of this contract is to apply herbicide to tall whitetop plants.

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.

C.2 Project Location & Description

Location: The project is located on the Plumas National Forest, Beckwourth Ranger District.

Non-work areas will be identified by brightly colored flagging. Red and black striped flagging together with blue and black striped flagging will designate non-work areas. Various different treatments within work areas will be designated by blue and white striped flagging. A pre-work field meeting will be required.

The project area can be accessed by trucks at designated parking areas. Parking areas will be predetermined and designated at the pre-work field meeting. No motorized vehicle may be used to apply the herbicide to the plants.

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.

Item #001: The Beckwourth Ranger District Tall Whitetop Project area is in eastern Plumas County approximately one mile west of the town of Beckwourth, CA. The area is locally known as Ramelli Ranch. The project area is bordered on the north side by CA state highway 70; on the east by a private property boundary, on the south by a clearly defined boundary shown on project maps, and on the west by a point that is 0.4 miles west of the confluence of Grizzly Creek and the Middle Fork of the Feather River where the Middle Fork of the Feather River crosses the Plumas National Forest boundary. T23N R14E Sections 26, 27, 28, 29. See attached maps.

Item #002: The Rush Skeleton Weed Project area is along Eureka Creek in eastern Plumas County, CA approximately three air miles west of the Beckwourth Ranger Station. The area is also known as the Discovery Mine. The project area is bordered on the west and south sides by the PNF property boundary. Access is via forest road 23N37. Eureka Creek flows through the project area. The area will be clearly marked. T22N R11E Section 1, See attached maps. A pre-work field meeting will be required.

Item #003: The yellow star thistle/rush skeleton weed treatment area is in McDermott Ravine in eastern Plumas County, CA approximately eight air miles northwest of the Beckwourth Ranger Station. The project area lies along forest road 23N12 and county road 508 (also known as Rattlesnake Road). Access is via county road 508 (also known as Rattlesnake Road) from highway 70. Eureka Creek flows through the project area. The area will be clearly marked. T23N R11E Sections 2 and 3. See attached maps. A pre-work field meeting will be required.

Item #004: Record daily herbicide applications in writing on implementation logs. One daily log per herbicide used per day is required. For example, if two herbicides are used in one day, two logs are required for that day. See attached implementation log.

Item #005: Record treatment areas daily using GPS and provide GPS data to Forest Service according to the following specifications: Coordinate System of NAD 1983. GPS recording must be done at the work site in the field to insure accuracy.

C.3 Maps

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

C.4 Estimated Start Date & Contract Time June 19, 2017 - October 30, 2017 See also Section F C.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, if included in Section J.

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. If wind speeds exceed allowable limits as stated on the label of each herbicide.

4. When the National Weather Service predicts the chance of precipitation to be greater than 70% within the next 24 hours.

C.6 Licenses and Insurance

The contractor shall obtain the insurance and licenses listed here; (see also Section L, Notices to Offerors and Respondents).

MSPA Card (Form WH510): This contract [ ] does [x] 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.

Contractor must possess a current state of California Pest Control Business License and at least one employee or contractor must possess a Qualified Applicator License. The contractor must follow all local, state, and Federal laws and regulations pertaining to pesticide applications including pesticide-use reporting to Plumas County.

C.7 Camping and Housing Camping is not permitted in US Forest Service campgrounds. Contractor [ ] will [X] will not be permitted to camp elsewhere on US Forest Service land.

C.8 Technical Requirements C.8-1 Definitions

Backpack sprayer: herbicide spray applicator worn on the back and pressurized by hand pumping and having no motorized equipment.

Tall whitetop: Lepidium latifolium, also known as perennial pepperweed.

Rush skeleton weed: Chondrilla juncea

Yellow starthistle: Centaurea solstitialis GPS data: using coordinate system NAD83

Implementation log: written account of daily herbicide application. See attached implementation log.

C.8-2 Specifications

Contractor(s) must follow all local, state, and Federal lwas and regulations pertaining to pesticide applications. This includes pesticide-use reporting to Plumas County. Contractor is responsible to supply water as the diluent. Drawing water from the river will NOT be allowed due to the impurities that can reduce herbicide effectiveness.

Item #001: All tall whitetop plants in the project area will be sprayed with one of the following three herbicides: Telar XP (or equivalent), Weedar64 (or equivalent), or Rodeo (or equivalent) depending on specifically identified zones.

Use of equivalent herbicides must be approved by the Forest Service contract inspector. If equivalent herbicides are selected the contractor must notify the Forest Service contract inspector and request approval prior to use.

The treatment zone for treatment with Telar XP is the largest of the three zones. It is approximately 100 acres but these acres are not contiguous. The zone within 25 feet of the water line of the Middle Fork of the Feather River will be treated with Rodeo only; no other herbicide can be applied in this zone. The line demarcating 25 feet from the water line will be marked with blue and white striped flagging by forest service personnel prior to the start of herbicide application. One zone of approx. 5 acres will be treated with Weedar64 only—it will be clearly marked by forest service personnel prior to the start of herbicide application. The zones will be shown to the contractor at the pre-work field meeting. All treatment zones exist within the greater project area of approximately 800 acres. Maps provided by the government display known infestations only. The contractor is required to spray all tall whitetop plants in the project area.

All spray mixtures will include a non-ionic surfactant such as R-11® Spreader Activator (or equivalent product that is at least 80% active) and a dye such as Alligare Super Marker Dye (or equivalent product).

A daily written implementation log must be completed by licensed applicator, as described in item #4. All implementation logs will be available to government contract inspector upon demand. The log sheets will be furnished by the government.

The treated areas must be recorded by GPS in coordinate system NAD83 and accurate electronic files must be provided to government no later than September 8, 2017.

All herbicide applications must take place between June 1 and August 30, 2017. Exact treatment dates will be determined by mutual agreement depending on weather and seasonal development of the target plants. Herbicide applications may not be done when there is greater than 70% chance of precipitation within the next 24 hours, as predicted by the National Weather Service.

Application rates:

Telar XP: 1.3 oz. /acre (1 oz. a.i. /acre) (Product Registration #: 352-654)

Rodeo: (3.0 lbs a.e./acre) (Product Registration #:62719-324)

Weedar64: (1.9 lbs a.e./acre) (Product Registration #:71368-1) No motorized vehicle may be used to apply the herbicide to the plants.

Item #002: All rush skeleton weed plants in the project area will be sprayed with either Perspective or Capstone, to be determined by the government. This 1.1 acre known infestation will be treated twice, once in late spring or early summer and again in late summer or early fall. Maps provided by the government display known infestations only. The contractor is required to spray all rush skeleton weed plants in the project area.

Any no-spray zones will be shown to the contractor at the pre-work field meeting. All spray mixtures will include a non-ionic surfactant such as R-11® Spreader Activator (or equivalent product that is at least 80% active) and a dye such as Alligare Super Marker Dye (or equivalent product). A daily written implementation log must be completed by licensed applicator as described in item #4. All implementation logs will be available to government contract inspector upon demand. The log sheets will be furnished by the government. The treated areas must be recorded by GPS in coordinate system NAD83 and accurate electronic files must be provided to government no later than October 30. Exact treatment dates will be determined by mutual agreement depending on weather and seasonal development of the target plants. Estimated treatment dates are June 15th and September 30. Exact treatment dates will be determined by mutual agreement depending on weather and seasonal development of the target plants.

· No herbicides will be applied within 10 feet of water. This 10-foot-distance restriction may be changed but will be finally determined PRIOR TO THE SIGNING OF THE CONTRACT.

· When applying herbicides with a backpack sprayer all directed spray will be done in a downward direction to minimize drift.

· All herbicide application will follow EPA approved label directions. These directions have specific wind speeds and air temperatures for application of each herbicide.

· Herbicide mixing must not be done within 150 feet of surface waters.

· The cleaning and disposal of herbicide containers will be done in accordance with Federal, State, and local laws, regulations, and directives.

· Polyethoxylated tallow amine (POEA) surfactants will not be used within 150 feet of live waters.

Perspective: 8.5oz. /acre (Product Registration #: 352-846)

Capstone: 6 pints /acre (Product Registration #: 62719-572)

Item #003: Yellow star thistle plants will be sprayed with Milestone. The yellow starthistle site is approximately one acre.

Rush skeleton weed plants will be sprayed with Capstone or Milestone VM Plus. The rush skeleton weed site in this item is approximately 100 square feet and consists of approximately 10 plants.

All spray mixtures will include a non-ionic surfactant such as R-11® Spreader Activator (or equivalent product that is at least 80% active) and a dye such as Alligare Super Marker Dye (or equivalent product). A daily written implementation log must be completed by licensed applicator, as described in item #4. All implementation logs will be available to government contract inspector upon demand. The log sheets will be furnished by the government. The treated areas must be recorded by GPS in coordinate system NAD83 and accurate electronic files must be provided to government no later than August 30. All herbicide applications must take place between June 1 and August 30, 2017. Exact treatment dates will be determined by mutual agreement depending on weather and seasonal development of the target plants. Herbicide applications may not be done when there is greater than 70% chance of precipitation within the next 24 hours, as predicted by the National Weather Service.

Milestone: 5 fluid oz. /acre (Product Registration #: 62719-519)

Milestone VM Plus: 6 pints/acre (Product Registration #: 62719-572)

Capstone: 6 pints/acre (Product Registration #: 62719-572)

Item #004: Record daily herbicide applications in writing on implementation logs. One daily log per herbicide used per day is required. For example, if two herbicides are used in one day, two logs are required for that day. See attached implementation log.

Item #005: Record treatment areas daily using GPS and provide GPS data to Forest Service according to the following specifications: Coordinate System of NAD 1983. GPS recording must be done at the work site in the field to insure accuracy. GPS files created in an office setting will not be accepted.

C.8-3 Contractor-Furnished Equipment

· Back pack sprayers

· Spill kit

· Water for mixing and rinsing. Water must be free of contaminants. Water may not be drawn from the Middle Fork of the Feather River.

· Measuring cup

· Mixing tanks and/or buckets

· Personal Protective Equipment as required by herbicide labels.

· Non-ionic surfactant such as R-11® Spreader Activator (or equivalent product that is at least 80% active) a.

· Marker dye such as Alligare Super Marker Dye (or equivalent product)

· Telar XP of sufficient quantity to treat the tall whitetop as per item #1 (Government will furnish 5lbs of Telar Contractor will furnish any additional quantity sufficient to complete item #1. Government estimates approx. 6 additional pounds will be needed.)

· Perspective or Capstone herbicide of sufficient quantity to treat the rush skeleton weed as per item #2.

· Milestone and Capstone or Milestone VM Plus of sufficient quantity to treat yellow starthistle and rush skeleton weed in item #3.

SECTION F--DELIVERIES OR PERFORMANCE

FAR 52.252-2 Clauses Incorporated by Reference (FEB 1998) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): www.acquisition.gov/far/

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

52.242-14 Suspension of Work (APR 1984)

AGAR 452.211-74 Period of Performance (FEB 1988) The period of performance of this contract is from June 19, 2017 through October 30, 2017.

SECTION G--CONTRACT ADMINISTRATION DATA

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.

A. [x] No work may begin on this contract until the Contracting Officer has issued a Notice to Proceed.

B. [ ] Work on this contract may proceed and contract time will begin upon receipt of the awarded contract. Any adjustments to the anticipated completion date will be noted in the award letter.

Measurement

Methods of Measurement.

[ ] Acreage was measured by dot grid method from aerial photographs.

[ ] Acreage was measured on a horizontal plane using compass and chain.

[x] Acreage was measured on a horizontal plane using a Global Positioning System.

[ ] Linear measurements have been taken with a wheel on the centerline of the trail or road.

[ ] Estimated acreage: Actual acreage worked will be measured by the method(s) indicated above.

Remeasurement. Unless otherwise indicated by this contract, the contractor may request remeasurement of any quantities in Part B, when the units are acres or any linear measurement. The request must be made in writing and must be made within 10 calendar days of completing work on the unit in question. If remeasurement indicates a variance of five percent or less from the stated quantity, the Contractor shall pay for the actual cost of remeasurement and no adjustment will be made in the quantity as stated in Part B. If remeasurement indicates a variance more than five percent from the stated quantity, payment will be based on the remeasured quantity, and the Contractor will not be liable for the costs of remeasurement. All remeasurements will be done by the Government. Remeasurement of acreage will be done with two people using a hand compass and ground measurement or by means of a Global Positioning System. This clause is not applicable to quantities listed as estimated quantities.

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:

A. [ ] Payment will be made in full if inspection results are 90 percent or higher. No payment will be made if inspection results are less than 90 percent.

B. [x] Payment will be made in full if inspection results are 90 percent or higher. If inspection results are below 90 percent, a deduction will be made equal to 2 percent for every 1 percent below 90. For example, if inspection results are 87 percent, the bid price would be reduced by 6 percent. No payment will be made if results are less than 80 percent.

C. [ ] Liquidated damages will be charged as follows: N/A Contract Release. The following supplements the Payments clause in Section I:

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. 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. There is no pre-award registration.

After award of a contract, please make sure that your company registers promptly at https://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, the help desk phone number is 1-866-973-3131.

IPP invoices are now the official payment record. Contractors must include an IPP attachment which shows the breakdown of billing based on the pricing schedule items and/or sub-items. For assistance with invoicing in IPP, the help desk phone number is 1-866-973-3131.

RETAINAGE

The following supplements Clause 52.232-1, Payments:

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.

GOVERNMENT-FURNISHED PROPERTY

The Government will provide the following item(s) of Government property to the Contractor for use in the performance of this contract. This property shall be used and maintained by the Contractor in accordance with the provisions of the "Government Property" FAR clause contained elsewhere in the contract.

· Telar XP – Gov. will provide 5 lbs. of Telar XP. (5 lbs will treat approx. 60 acres. Contractor will be responsible for providing the remaining amount of Telar XP sufficient to treat any tall whitetop plants in the zone specified for this herbicide).

· Weedar 64– Gov. will provide 27 gallons of Weedar64. Unused Weedar64 must be returned to the Government.

· Rodeo– Gov. will provide 5 gallons of Rodeo.

· Maps of each Project Area. Additional maps may be provided at the contractor’s request

· Orange noxious weed flagging

· Implementation log sheets

· Safety and Spill Plan

SECTION I:

52.212-4 Contract Terms and Conditions—Commercial Items. (Jan 2017)

(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, 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 line item or subline item, if applicable; and

(D) Contractor point of contact.

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

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109 , which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

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

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

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

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

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

(u) Unauthorized Obligations

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

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

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

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

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and 1989) The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor at the time of award.

FAR 52.237-1 SITE VISIT (APR 1984)

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

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Items. (Jan 2017)

(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:

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

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

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

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2016) (Pub. L. 109-282) (31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (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]

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

__ (ii) Alternate I (Nov 2011).

__ (iii) Alternate II (Nov 2011).

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

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

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

__ (16) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)).

__ (17)(i) 52.219-9, Small Business Subcontracting Plan (Nov 2016) (15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Nov 2016) of 52.219-9.

__ (v) Alternate IV (Nov 2016) 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 (Jan 2017) (15 U.S.C. 637(a)(14)).

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

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

X (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)).

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

X (26) 52.222-19, Child Labor—Cooperation with Authorities and Remedies (Oct 2016) (E.O. 13126).

X (27) 52.222-21, Prohibition of Segregated Facilities…