Combined Synopsis and Solicitation.pdf

US Army Corps of Engineers St. Louis District

Portable Toilet Rentals Lake Shelbyville

Lake Shelbyville Project Office 1989 State Hwy 16 Shelbyville, IL 62565

COMBINED SYNOPSIS & SOLICITATION

W912P920R0057

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in Federal Acquisition Regulation (FAR) Subpart 12.6, "Streamlined Procedures for Evaluation and Solicitation for Commercial Items," as supplemented with additional information included in this notice.

This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued.

Solicitation Number: W912P920R0057

This solicitation is issued as a Request for Quotation.

The solicitation document and incorporated provisions and clauses are those in effect through the date of posting.

This solicitation is set-aside for total small businesses associated with North American Industrial Classifications System (NAICS) code 562998, size standard $8,000,000.

Please provide a completed copy of the provision at 52.212-3, Offeror Representations and Certifications

– Commercial Items with your offer.

Company Name: ______________________________________________________

CAGE Code: ______________________

DUNS Code: ______________________

Point of Contact Name: ___________________________________________________________

Point of Contact Signature: ________________________________________________________

Date of Offer: ______________________

Submit offer to Whitney Dee, Contract Specialist, via email at whitney.r.dee@usace.army.mil.

SPECIFICATIONS

PORTABLE TOILET DELIVERY, SERVICING, AND MAINTENANCE

1. GENERAL.

1.1. Scope. The Contractor shall furnish all labor, equipment, and supplies in order to deliver, secure, service, maintain, and remove portable toilets in various locations at Lake Shelbyville. All work shall be performed to the satisfaction of the Contracting Officer (CO).

1.2. Project Description and Information. Lake Shelbyville is an 11,100 acre lake that is a very popular outdoor recreation destination for approximately 2.5 to 3.5 million people each year.

1.3. Contract Area. Contract area includes the area described in 1.2 but most of the units will be placed in the following areas: Lithia Springs, Coon Creek, Opossum Creek, Lone Point, Whitley Creek, Bo Wood, Wilborn Creek, Woods Lake, Dam West, Dam West Overlook, Coal Shaft, Spillway East and Spillway West Recreation Areas at Lake Shelbyville, Shelby and Moultrie Counties, Illinois.

1.4 All work shall be performed in accordance with safety requirements set forth in the Corps of Engineers Manual, EM 385-1-1, entitled “Safety and Health Requirements Manual”, 30 November 2014, copy is available at http://www.publications.usace.army.mil/Portals/76/Publications/EngineerManuals/EM_385-1-1.pdf The Contractor shall be responsible for complying with the current edition and all changes posted on the web. The COR will notify the Contractor of any noncompliance with these provisions. The Contractor shall, after receipt of such notice, immediately take corrective action. Such notice, when delivered to the Contractor, shall be deemed sufficient for the purpose. If the Contractor fails or refuses to comply promptly, the COR may issue an order stopping all or part of the work until satisfactory corrective action has been taken. No part of the time lost due to any such stop orders shall be made the subject of claim for extension of time or for excess cost or damages by the Contractor. Compliance with the provisions of this clause by subcontractors will be the responsibility of the Contractor.

1.5. Caution. The work is located in heavily used recreation areas. All bidders are encouraged to visit the areas and discuss the requirements with the COR. Also, there may be other Contractors in the area. All Contractors shall coordinate their work to avoid conflicts.

1.6. Definitions.

1.6.1. Contracting Officer (CO). The person executing this contract on behalf of the Government, and any other officer or civilian employee who is properly designated Contracting Officer. The term includes, except as otherwise provided in this contract, the authorized representative of the Contracting Officer (COR) acting within the limits of authority.

1.6.2. Contracting Officer Representative (COR). The person authorized in writing as the Authorized Representative of the Contracting Officer.

1.6.3. Portable Toilet. a. Standard Portable Toilet. A standard portable toilet shall meet industry standards for a single, non-flushing unit.

1.6.4. Accessible Portable Toilet. An accessible portable toilet shall meet Americans with Disabilities Act (ADA) standards.

1.6.5. Portable Wash Station. The Contractor shall provide self-contained portable hand washing stations with soap and paper towel dispenser, each station capable of delivering at least 300 washes. Station shall be placed adjacent to portable toilets.

1.7 Work Period. The work listed herein shall start November 1, 2020 (or date of contract award whichever is later) through October 31, 2023. Option years will begin on November 1 and end on October 31.

1.8 Insurance Requirement. As required by the Contract Clause entitled “Insurance – Work on a Government Installation”, the Contractor shall furnish to the Contracting Officer, prior to the commencement of work, a certificate or written statement as evidence of the minimum insurance listed below. The Contractor shall procure and maintain such types and amounts of insurance during the entire period of his performance under this contract. The Contractor shall assure that the certificate or written statement is in accordance with required wording indicated in paragraph b of the aforementioned Contract Clause.

Workmen’s Compensation – Amounts required by applicable jurisdiction statutes.

Employer’s Liability Insurance - $100,000.00

Comprehensive General Liability Insurance – (No property damage liability insurance is required.)

Bodily Injury - $500,000 per occurrence

Comprehensive Automobile Insurance –

Bodily Injury - $200,000 each person $500,000 each accident

Property Damage - $ 20,000 each accident

Certificates of Insurance should be submitted to the following address:

Department of the Army St. Louis District, Corps of Engineers Lake Shelbyville Project Office 1989 State HWY 16 Shelbyville, IL 62565

2. Contractor Furnished Equipment, Materials, and Supplies.

2.1 Equipment. The Contractor shall furnish and maintain sufficient equipment suitable to perform all necessary work. All equipment shall be maintained in safe operating condition in accordance with paragraph 1.4.

2.2 Materials and Supplies. The Contractor shall provide all portable toilets, wash stations, hand tools, locks, chains and/or cables, toilet paper, paper towels, soap, and any other materials or supplies not listed in Section

3. "Government Furnished Materials”. Toilets and wash stations shall be in good repair with no cracks or holes.

Hinges and doors shall operate properly and safely. Doors shall have the ability to be latched securely and in proper working order. The Contractor shall also be responsible to provide all necessary safety equipment.

Government Furnished Materials.

3.1 Materials. Government will supply, where available, concrete pads with anchor points for securing the Contractor’s supplied portable toilets.

3.2 Location of Government Furnished Materials. Concrete pads are located at boat ramp parking lots, north end of the Spillway East and West parking lots, north end of the Dam West Beach South parking lot, and at the Dam West high water boat ramp.

3.3 Keys. If Government keys are issued to the Contractor, the final month's work will not be considered completed and accepted until the keys are returned to the Government's key control officer. If any key(s) are lost and/or not returned, a deduction fee of $500.00 will be made from the final payment. The Contractor shall not reproduce keys. The Security Officer will periodically inventory the Contractor’s keys to ensure security of all keys.

4. Description of Work.

4.1 Portable Toilets. Portable toilets may be needed for as little as one day or as long as one year. The COR will identify the length of time needed when ordering the portable toilet.

4.2 Location. Portable toilets shall be placed in locations marked or described orally or in writing by the

COR.

4.3. Schedule. Long-term portable toilets shall be in place from approximately November 1, or date of award, through approximately, March 31 (Option years November 1 through March 31). The exception is the Wood’s Lake West Boat Ramp parking lot portable toilet, which shall be in place November 1 through October 31 when it is open to the public. Other toilets shall be placed and removed as requested by the COR.

4.4. Placement. Each portable toilet set on a concrete pad shall be secured to the pad, except the Dam West Overlook which will be secured to the sidewalk, using chains and /or cables. The portable toilet shall be position so that the door faces the nearest sidewalk or parking lot.

4.5. Servicing. Portable toilets that are in place for more than one week shall be serviced on Friday of each week. Special event portable toilets shall be serviced daily, if ordered for more than one day. Servicing shall include but not limited to pumping out, cleaning, placing or replacing deodorants, and stocking with toilet paper. When cleaning is complete, the toilet shall be free of litter, stains, and debris inside and outside the unit.

4.6. Removal. All portable toilets shall be removed from Government property within five (5) days after notification by the COR.

5. Measurement and Payment. The Contractor shall be paid for each portable toilet in service for that month.

Payment will be made by Government VISA, if deemed to be in the best interest of the Government.

6. Inspection and Acceptance. The work will be conducted under the general direction of the CO, and is subject to inspection by his appointed inspectors to insure strict compliance with the terms of the contract. No inspector is authorized to change any provision of the specifications without written authorization of the CO, nor shall the presence or absence of an inspector relieve the Contractor from any requirements of the contract. Formal acceptance will be made by the CO for and in behalf of the Government.

7. Deliveries and Transportation. The COR will notify the Contractor at least 72 hours in advance for locations and dates of delivery.

8. Contract Administration Data. Payment will be made for each portable toilet per month while in service and:

(1) Upon receipt of the correct invoice in duplicate. Invoice shall contain the following information:

Contractor's name and address; contract number; item number; contract description of supplies or services as specified in Section 2; quantities and extended totals, and

(2) Upon submission to the CO a complete accounting of all man-hours used to accomplish the job.

9. Special Provisions.

9.1 Contractor’s Responsibility. It is understood and agreed to by the Contractor that he/she assumes full responsibility for the safety of his/her employees, protection of Government equipment and materials, and for any damage or injury done by or to them from any source or cause.

9.2 Protection of Buildings, Equipment, and Vegetation. The Contractor is responsible for restoring any Government facilities or structures damaged as a result of his/her operations. Reasonable care shall be used to avoid damage to existing structures, equipment, and vegetation in the recreational areas and other areas of Government property. Any such damage shall be repaired, or the items replaced as directed by the CO at no cost to the Government. If the Contractor does not make such repair or replacement, the cost thereof will be deducted from payments to be made to him/her. The Contractor shall advise the CO of any damage to the facilities due to vandalism or other causes on the day he/she first notices such damage.

9.3 Contract Performance. During the progress of the contract, if it becomes apparent that the Contractor is unable or unwilling to perform the work in accordance with the Contract specifications, he/she will be required to procure additional supplies, equipment, and personnel as may be required by the CO to insure that the work is accomplished. If any work performed hereunder is not in conformity with the requirements of this contract, the Government shall have the right to require the Contractor to immediately take all necessary steps to insure future performance of the services comply with the requirements of the contract. In the event the Contractor fails to promptly take necessary steps to insure future performance of the services in conformity with the contract, the Government shall have the right, by contract or otherwise, to have the services performed in conformity with the contract requirements and charge, to the Contractor, any cost occasioned by the Government that is directly related to the performance of such services.

10. OPTION OF EXTEND THE TERM OF THE CONTRACT

10.1 The Government may extend the term of this contract by written notice to the Contractor within 30 days of contract expiration; provided that the Government shall give the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to extension.

10.2 If the Government exercises this option, the extended contract shall be considered to include this provision.

10.3 The total duration of this contract, including the exercise of any option under this clause, shall not exceed three (3) years.

11. RE-INSPECTION

Should it become necessary for the Government’s Inspector to perform re-inspections of defective work that was required to be redone (due to failure of Contractor Quality Control System to locate and cure these deficiencies prior to inspections), there will be a re-inspection/administrative charge equal to the Actual Government Cost (AGC) at the Effective Hourly Rate (EHR) applied to re-inspect job, per area. The AGC re-inspection time will start the minute the inspector is called and or/stops his/her other duties to perform the re-inspection and will end after the inspector returns to his/her duty site after the inspection. These charges will be deducted from the Contractor’s monthly invoice. Re-inspection charges will only be charged when Contractor has been given the opportunity to do over again work that was not originally performed correctly. Deductions for re-inspection will be taken based on the following example:

EXAMPLE:

Re-inspection of small dumpsters is required in Coon Creek and Bo Wood. The Government’s Inspector was at the office at the time he was called to re-inspect. His actual time to inspect the two parks and return to his duties at the office was 105 minutes. The Effective Hourly Rate (EHR) is $20.00 per hour.

EHR/60 minutes X inspection minutes = Deduction $20.00/60 X 105 = $35.00

BID SHEET

PRICE SCHEDULE

RENTAL OF PORTABLE TOILETS AT LAKE SHELBYVILLE, IL

ITEM

NUMBER

DESCRIPTION

ESTIMATED

QUANTITY

UNIT

UNIT

PRICE

ESTIMATED

TOTAL

BASE YEAR

0001 Portable Toilet Rental, Standard 107 Each

0002 Accessible Portable Toilets 8 Each

0003 Wash Station Rental 8 Each

OPTION YEAR 1

1001 Portable Toilet Rental, Standard 107 Each

1002 Accessible Portable Toilets 8 Each

1003 Wash Station Rental 8 Each

OPTION YEAR 2

2001 Portable Toilet Rental, Standard 107 Each

2002 Accessible Portable Toilets 8 Each

2003 Wash Station Rental 8 Each

GRAND TOTAL

SCHEDULE NOTES:

All prices must be on a firm fixed unit price basis.

Quantities provided in the Price Schedule are estimated quantities that will be needed during each ordering period.

This is not a guarantee of procuring that amount of supply; rather a way to provide prices based on an estimate of requirements. Portable toilet rentals will be ordered when the need arises and funds are available.

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 UNDEFINED Each Portable Toilet Rental - BASE YEAR

FFP

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

PSC CD: 4540

MAX

NET AMT

UNIT UNIT PRICE MAX AMOUNT

1001 UNDEFINED Each OPTION Portable Toilet Rental - OPTION YEAR 1

FFP

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

UNIT UNIT PRICE MAX AMOUNT

2001 UNDEFINED Each OPTION Portable Toilet Rental - OPTION YEAR 2

FFP

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

$4,500.00

CLIN DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

CLIN

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A N/A N/A Government 1001 N/A N/A N/A Government 2001 N/A N/A N/A Government

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 01-OCT-2020 TO

30-SEP-2021

N/A LAKE SHELBYVILLE PROJECT OFC

ANNA E. HICKMAN

US ARMY ENGR DIST ST LOUIS

1989 STATE HIGHWAY 16

SHELBYVILLE IL 62565-4631

217-774-3867 X 7007

965116

1001 POP 01-OCT-2021 TO

30-SEP-2022

N/A (SAME AS PREVIOUS LOCATION)

2001 POP 01-OCT-2022 TO

30-SEP-2023

N/A (SAME AS PREVIOUS LOCATION)

CLAUSES INCORPORATED BY REFERENCE

52.204-13 System for Award Management Maintenance OCT 2018 52.204-18 Commercial and Government Entity Code Maintenance JUL 2016 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

JUN 2016

52.212-5 (Dev) Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial Items (Deviation 2018-O0021)

JUN 2020

52.219-6 (Dev) Notice of Total Small Business Set-Aside (DEVIATION 2020-O0008).

MAR 2020

52.219-28 Post-Award Small Business Program Rerepresentation MAY 2020 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

DEC 2013

252.203-7000 Requirements Relating to Compensation of Former DoD Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

DEC 2019

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

MAY 2016

252.211-7003 Item Unique Identification and Valuation MAR 2016 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

CLAUSES INCORPORATED BY FULL TEXT

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and

(2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes'', as amended (41 U.S.C. 601-613).

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 or 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; and (9) the specification.

(t) Reserved.

(u) Unauthorized Obligations.

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

1341), the following shall govern:

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

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

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

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

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

(End of Clause)

APPENDIX A - Lake Shelbyville Map

REGISTER

Untitled