RFQ 12318722RFQ1.pdf

United States Forest Washington Office 201 14th St, SW Department of Service Procurement & Washington, DC 20250 Agriculture Property Services

100% Total Small Business Set-Aside

COMBINED SYNOPSIS / SOLICITATION

IAW FAR 12.6 Streamlined Procedures for Evaluation and Solicitation of Commercial Items

USDA Forest Service

Interpretive Planning, Exhibit Design, Fabrication, and Installation Services

(1) Action Code: N/A

(2) Date: October 23, 2021

(3) Year: FY2022

(4) Contracting Office ZIP Code: 20250

(5) Product or Service Code (PSC): 38 - CONSTRUCT/MINE/EXCAVATE/HIGHWY EQPT

(6) Contracting Office Address: USDA Forest Service Sidney R. Yates Federal Building 201 14th St, SW Washington, DC 20250

(7) Subject: USDA Forest Service

Heavy Equipment Services

(8) Solicitation Number: 12318722RFQ1

(9) Closing Response Date: 10/27/2021 at 5:00pm PDT

(10) Contact Point or Contracting Officer:

Matthew Cox

Contract Specialist / Contracting Officer matthew.cox2@usda.gov

(11) Contract Award Number: UNKNOWN and Solicitation Number: 12318722RFQ1

(12) Contract Award Dollar Amount: TBD

100% Total Small Business Set-Aside mailto:matthew.cox2@usda.gov

(13) Line Item Number: BPA CLIN Structure

Offerors shall complete and return the attached Price Schedule (Excel spreadsheet) that reflects fully burdened prices (to include any potential ODCs to be utilized in performance of the requirement as ODCs will not be allowable as a separately priced line item). Location of performance will be defined by the future order against this vehicle.

This BPA pricing will be used in future call orders to complete any of the deliverables specified below. The Price Schedule is comprised of equipment and service items that are predicted to be needed to complete the deliverables below. Any additional suggested equipment and services must be priced out in the Price Schedule, but only the roles found in Price Schedule will be used for price comparison.

NOTE: the future call orders to be placed against this BPA will be firm-fixed price.

The following is the anticipated schedule of deliverables and is typical for each period of performance:

Deliverable 1 – Provide Heavy Equipment and operators for usage of Heavy Equipment for storm and natural disaster clean-up.

Deliverable 2 – Equipment Delivery/Pick-up

See the Statement of Work (SOW) (attached) for requirement parameters.

(14) Contract Award Date: Awards will be made as responses come in and are evaluated.

(15) Contractor: UNKNOWN

(16) Description:

The USDA, US Forest Service intends to award a multiple-award, Firm-Fixed-Price (FFP) BPA for Non-Personal Services: Contractor to direct and perform Heavy Equipment Support Services as set forth in the Statement of Work herein (see equipment list below) and Delivery/Pick-Up Services to be used in parts of Northern California and Nevada. Exact location will be specified at the call/order level.

The purpose of this requirement is to provide Heavy Equipment Support Services as set forth in the Statement of Work herein (see equipment list below) and Delivery/Pick-Up Services to be used in parts of Northern California and Nevada in support of storm and natural disaster clean-up (i.e.

mudslides, hazard tree removal, road repair, etc. Objectives are as follows:

1. Provide all personnel, equipment, transportation, materials, and supervision thereof to include safety and quality control duties, for performing heavy equipment support services required for post storm/natural disaster clean-up.

See attached Statement of Work (SOW) for complete requirement details.

(i) This is a combined synopsis/solicitation prepared in accordance with the format in subpart 12.6, 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.

(ii) 12318722RFQ1 is issued as a request for quote (RFQ)

(iii) The solicitation document and incorporated provisions and clauses are those in effect through

Federal Acquisition Circular FAC 2021-05/03-10-2021.

(iv) This requirement is being set-aside; the associated NAICS code and small business size standard is:

115210 – Support Activities for Forestry- >$7.5M

(v) A list of line item number(s) and items, quantities, and units of measure (including option(s), if applicable) – See (13) above

(vi) See Statement of Work (SOW).

(vii) Date(s) and place(s) of delivery and acceptance and FOB point:

Delivery dates and specific locations will be specified in the Call/Order SOW. The Offeror is encouraged to propose alternative equipment and methods if such methods will increase delivery speed, timing, availability, reduce cost, or positively affect heavy equipment services to the Forest Service.

(viii) The provision at 52.212-1, Instructions to Offerors-Commercial, applies to this acquisition and are incorporated by reference. Addenda are attached.

(ix) The provision at 52.212-2, Evaluation-Commercial Items, applies to this acquisition. Addenda are attached.

(x) Offerors are required to include a completed copy of the provision at 52.212-3, Offeror

Representations and Certifications-Commercial Items, with its offer:

NOTE: The offeror shall complete only paragraph (b) of this provision if applicable since offerors must be registered in the System for Award Management (SAM) as accessed through https://www.sam.gov in order to respond to solicitations and be awarded contracts.

(xi) The clause at 52.212-4, Contract Terms and Conditions-Commercial Items, applies to this acquisition. Addenda are attached.

(xii) The clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items, applies to this acquisition; indicated additional FAR clauses cited in the clause are applicable to the acquisition. Addenda are attached.

(xiii) The Forest Service requires all market price information purchased under this solicitation, including index log values, descriptions, methodologies, log product, index pricing, research materials, and all other task and deliverable related materials and communications be available to all USDA agencies and employees without restriction to retransmit or share within the Agency.

https://www.sam.gov/

(xiv) The Defense Priorities and Allocations System (DPAS) and assigned rating is not applicable.

(17) Place of Contract Performance: Varied locations of Northern California and Nevada. Each call/order will specify exact locations of performance.

BPA Period of Performance (subject to change)

Base Period: Date of Award – October 25, 2022 Option Year I: October 26, 2022 – October 25, 2023

(18) Set-aside Status: This requirement a 100% Total Small Business Set-Aside.

(19) Quality Assurance and Quality Assurance Surveillance Plan (QASP):

The Government will evaluate the Contractor's performance under this SOW in accordance with the Quality Assurance Surveillance Plan (QASP). This plan is primarily focused on what the Government must do to ensure that the Contractor has performed in accordance with the expected and established performance standards. It defines how the performance standards will be applied, the frequency of surveillance, and the minimum acceptable defect rate(s).

Any in-progress inspection by the Government will be conducted in a manner consistent with commercial practice. The Forest Service may conduct quality assurance for its benefit and has the right to refuse acceptance of nonconforming services. Quality issues with services tendered for acceptance or rejected by the Government will be resolved under Contract Clause FAR 52.212-4(a), “Contract Terms and Conditions – Commercial Items.”

ATTACHMENT(S):

Statement of Work (SOW) Price Schedule (sample .pdf) FAR 52.212-4 & 52.212-5

FAR 52.212-1, 52.212-2 & 52.212-3

RFP Q&A Form (sample .pdf)

Attached separately to the beta.SAM.gov posting as Excel & Word documents Price Schedule (fill-in Excel doc) RFP Q&A Form (fill-in Word doc)

STATEMENT OF WORK

Heavy Equipment Services for Post Storm and Natural Disaster Clean-Up

1. BACKGROUND

The Forest Service has a need for heavy equipment services to aid in clean-up/recovery efforts in response to post storm and natural disaster events affecting our nations forests. These efforts include, but are not limited to, mudslides, erosion clean-up, hazard tree removal, road repair, etc. The desired outcome of this activity is to remove all hazards and remediate any damage from storms and natural disasters. It is anticipated that this work will be completed with conventional logging systems or heavy equipment.

2. GENERAL REQUIREMENTS

The Contractor shall provide all personnel, equipment, transportation, materials, and supervision thereof to include safety and quality control duties, for performing heavy equipment support services at locations to be determined at the call/order level in Northern California and Nevada. performing all work in complete compliance with all Scope of Work statements, descriptions, plans, drawings, and specifications issued or directed through individual Call/Order. The work under this BPA will consist of work requiring the use of heavy machinery and equipment. The Contractor shall perform all aspects of the work in an organized, systematic manner, ensuring that the services are completely performed over the entire area(s) specified.

A. The contractor shall have, at a minimum, the following heavy equipment available and delivered for call out under this BPA:

1. Feller Buncher Type 1

2. Feller Buncher Type 2

3. Road Grader Type 1

4. Road Grader Type 2

5. Mulcher/Masticator – Boom Mounted, Type 1

6. Mulcher/Masticator – Boom Mounted, Type 2

7. Mulcher/Masticator – Boom Mounted, Type 3

8. Skidder Type 1

9. Skidder Type 2

10. Strip Mulcher/Masticator Type 1

11. Strip Mulcher/Masticator Type 2

12. Strip Mulcher/Masticator Type 3

*NOTE: Any additional equipment identified by the contractor that would be beneficial to the accomplishment of the tasks herein should be indicated and quoted in the “Price Schedule”.

B. All equipment shall be provided with an operator and fuel. Depending on the task, the Government may determine the type and number of equipment and operators needed. When the need for heavy equipment support is identified, the Government will initiate a call-out request of any of the equipment listed in the pricing schedule.

C. The Government will provide a minimum of 5 calendar day call-out notice prior to the Contractor’s requirement to commence heavy equipment support activities.

D. Work shall include the preparation of Call Order Proposals/Quotes for the purpose of Market Research which may include project scoping, cost estimating, and development of Call Order specific specifications/requirement in preparation for funding requests per Department of Labor (DOL) requirements. In addition, the Contractor may be required to obtain all necessary permits, visitation management and safety type plan(s), coordinate with private utilities providers, and negotiate with State & local officials, and special consideration planning for the execution of the Call Order.

3. EQUIPMENT/PERSONNEL QUALIFICATIONS:

All work under this contract shall be performed in a skillful and workmanlike manner. The Contracting Officer may require the Contractor to replace any employee whom the Contracting Officer determines to be incompetent, careless, or otherwise objectionable.

3.1. Equipment Operators: The Contractor shall provide equipment operators, highly skilled in:

a.) Understanding and complying with detailed and technical prescriptions for treatments by designation;

b.) Performing the work in a manner which does not cause excessive soil disturbance (compaction, displacement, and so forth), or road and other resource damage;

c.) Performing the work in a manner which does not damage leave trees outside of allowable tolerances;

d.) Performing the work safely.

e.) Contractor shall ensure that all employees are furnished or have all necessary personal safety items to include, but not limited to: a hard hat, steel-toed safety boots, hearing and eye protection, reflective vest and gloves.

B. The Contractor shall submit a written safety plan to the Corps Project Manager at the pre-work safety briefing to be held at the work site. This plan, at a minimum, must address the following:

1. Personal safety equipment

2. Operations communications

3. Operating equipment safety

4. Trucking operations and traffic flow in operations area

5. Emergency plan

6. Unique work hazards

*Note: If the COR/CO determines that the Contractor’s equipment operator is not performing the work according to specification, and/or cannot consistently and reliably perform the contract work in compliance with the terms of the contract, the CO/COR will inform the Contractor of that determination and, if required by the CO, the Contractor shall promptly provide replacement operator(s) with the required skills. The Contractor shall not be entitled to any adjustment in call/order price or time as a result of the CO exercising the Government’s contractual rights under this clause. This clause shall not be construed as affecting any other rights of the Government under this BPA.

3.2. Equipment: The Contractor shall provide dependable and safe equipment that meets all applicable state and federal laws and regulations relating to motor vehicles and equipment, including, but not limited to 29 CFR 1910 and 29 CFR 1926. The Government reserves the right to conduct inspections at any time.

Equipment requirements include, but are not limited to the following:

a.) An audible reverse warning device (backup alarm) of 87 decibel or greater measured at 5 feet behind and in the center of the equipment.

b.) A fire extinguisher, multi-purpose 2A 10BC that is securely mounted to the vehicle and accessible by the operator. The fire extinguisher shall have a current annual inspection tag and the annual maintenance tag in regards to a 6-year annual inspection and every 12 years regarding a hydro test on all dry powder, metal fire extinguishers.

c.) U.S .Forest Service-qualified spark arrester on all naturally aspirated engines.

d.) All factory guards shall be in place and in functional condition (i.e. engine compartment) (applicable for heavy equipment).

e.) Radiator protection (applicable for heavy equipment).

f.) Seat belts.

g.) Flashlight.

h.) Water, (1) gallon drinking.

i.) 5-person first aid kit.

j.) Personal Protective Equipment.

k.) Rollover Protective Structure (ROPS) and Falling Object Protection (FOPS) meeting the applicable OSHA standards at time of manufacture or SAE J 1040 and SAE J 231 is required on all machines. A manufacturer's nameplate certifying the operator enclosure or alternative documentation that the cab meets these provisions is required. Modification of factory ROPS/FOPS (Cutting/Welding) and any aftermarket ROPS/FOPS requires certification to SAE1040 and SAE J 231.

l.) Operator Protection. Shall meet all applicable Federal and State (the State where equipment is registered) logging safety standards (per OSHA, 29 CFR 1910.266) and must have operator protection, such as a Forestry cab package with wire mesh or safety glazing that provides equivalent protection. Stand-alone safety glass does not provide equivalent protection to wire mesh, however it may be used as part of the window glazing system.

m.) Polycarbonate windows are not "glass" and may be acceptable as a stand-alone window guard. Any machine cab meeting ISO 8084 or SAE 1084 fulfills this requirement. The protective canopy shall be constructed to protect the operator from injury due to falling trees, limbs, saplings or branches which might enter the compartment side areas and from snapping winch lines or other objects. The rear portion of the cab shall be fully enclosed with open mesh material with openings of such size as to reject the entrance of an object larger than 2 inches in diameter. The covering shall be affixed to the structural members so that ample clearance will be provided between the screen and the back of the operator and shall provide maximum rearward visibility. Open mesh shall be extended forward as far as possible from the rear corners of the cab sides to provide the maximum protection against obstacles, branches, etc., entering the cab area.

Deflectors, which may be part of the cab, shall be installed in front of the operator area to deflect whipping saplings and branches. Deflectors shall be located so as not to impede visibility and access to the cab.

n.) Lighting (2 rear, 2 forward). Lights shall be mounted to the equipment in such a way to provide protection from damage and provide illumination beyond the blade.

o.) Underbody protection (belly pan, rock guards unless not recommended by manufacturer).

p.) In addition to above requirements, Excavators shall have:

(i) Operator Protection System. Shall have a factory enclosed canopy with deflectors installed in front of the operator area to deflect whipping saplings, branches and debris broken off by the action of the bucket, hydraulic thumb or masticator/brush cutter. Deflectors shall be located so as not to impede visibility and access to the cab but still protect the operator from frontal damage.

(ii) Capability of operating at manufacturer's limitations (i.e., slope).

(iii) Lighting (2 forward). Lights shall be mounted to the equipment in such a way to provide Protection from damage and provide illumination beyond the bucket/thumb.

(iv) Hydraulic thumb or clamshell.

4. MISCELLANEOUS REQUIREMENTS

4.1. Superintendence by Contractor:

A project superintendent (fully conversant in the English language) shall be on-site overseeing work, AT ALL TIMES. The name and the specific authorities of the superintendent(s) shall be designated in writing to the CO and COR with each call/order. The Contractor may use his/her own prepared letterhead stationery. If the appointed superintendent(s) is not present when work is being performed on the contract, a Suspend Work Order may be issued without an adjustment to the period of performance.

4.2 Archaeological and Historic Sites:

Location of known archaeological, historic, or prehistoric materials – such as Native American sites or artifacts and/or historic mining, logging, or fur trapping remains protected by the American Antiquities Act (16 USC 433)--will be identified for the contractor before work commences.

4.3 Protection of Improvements and Resources:

The Contractor shall protect all structural improvements such as cattle guards, gates, fences, ponds, ditches, signs, restrooms, picnic tables, fire rings, information kiosks, parking lots, and roads. The Contractor will restore any improvements damaged by the operation in a timely fashion. Improvements shall be restored to pre-operation condition at the expense of the Contractor. Equipment will not cross meadows, live streams, springs, or any other non-work areas except as designated by the COR.

Movement of equipment between work areas will only be allowed on open designated roads. Cross country motorized travel is not allowed.

4.4 Road Damage:

Vehicles shall not be operated on roads in the contract area if ground or weather conditions during operation causes lateral displacement or flowing of soil and deep rutting. Such conditions usually develop where frozen ground is thawing, when snow is melting, and during or immediately following rainstorms. The contractor is responsible for any road damage incurred in the event of misuse or operating in adverse conditions.

4.5 Use of Roads by the Contractor:

It is the intent of this contract that the work be performed with the present system of existing roads.

An existing road is one with a distinguishable roadbed that permits vehicle travel without major improvements to the road. Distinguishable roadbeds that are now reforested (have at least 300 stems/acres) with trees at least 3-feet tall, or that would require major earth work to permit vehicle travel are not considered existing roads for the purpose of this contract. Limited improvement of existing roads is permitted to allow for safe vehicle access (e.g., filling or smoothing ruts, removing roadside trees or obstacles, and removing trees less than 3-feet tall or obstacles from the roadbed).

Equipment will be allowed on roads provided the road surface is protected and any damage is repaired.

Where seasonal road closure gates are closed to limit public motorized traffic during spring snow melt, the Contractor shall close and lock the gate after passing through.

4.6 Transportation of Equipment:

Equipment must be moved between work sites in such a manner as not to damage permanent road surfaces.

4.7 Risks and Liabilities:

The Contractor shall at all times take care of, protect and preserve all materials, supplies, and equipment of every description and all work performed. The Contractor shall assume all risks in connection with the performance and delivery of the work and shall be liable for and find the Government clear of any and all damages to persons and properties. The Government assumes no responsibility for any understanding or representations made by any of its officers or agents prior or during execution of this contract, unless (1) such understanding or representations are expressly stated in the contract and (2) the contract expressly provides that the Government therefore assumes the responsibility.

4.8 Insurance:

The Contractor shall have obtained insurance as required by law on all vehicles utilized in the performance of this contract. Certificate of proof of insurance will be provided to the Contracting Officer upon award.

4.9 Final Clean-Up:

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.

4.10 Approval of Subcontracting:

The Contractor shall identify all Subcontractors by completing and submitting Standard Form 1413 to the COR and CO as submittals no later than 10 Calendar Days from the issuance of the Notice to Proceed. Any change in subcontractor status shall be notified to the COR and CO. The on-boarding of new Subcontractors shall be identified through new SF1413 no later than 10 calendar days of hire.

The Forest Service is not responsible for the monitoring of subcontracted work. The Prime Contractor is responsible for all subcontractor actions and resulting work.

4.11 Erosion Control and Prevention:

All work shall be conducted reasonably to minimize soil erosion. Equipment shall not be operated when ground conditions are such that excessive damage will result. Contractor shall adjust the kinds and intensity of erosion control work done to ground and weather conditions and the need for controlling runoff.

5. INSPECTION OF WORK

5.1 Inspection During Progress:

During the progress of work, any inspection of work by the Contracting Officer’s Representative shall be solely at his/her discretion. All work, and all of the Contractor’s or Subcontractor’s equipment engaged in the work, shall be subject to and available for inspection by the Contracting Officer’s Representative at all times.

5.2. Contractor’s Responsibility for Checking Work:

Work under this contract must be accomplished with thoroughness and skill, and serious difficulties could result from defective work. Therefore, it shall be the Contractor’s responsibility to thoroughly check each phase of the work and guarantee its safety and thoroughness.

6. CALL ORDER CONTRACTING

All projects shall be issued through separate Call Orders and will be competed between all BPA contract holders awarded during RFQ process. The successful offeror shall be responsible for the accomplishment of items herein as stated in the call/order.

6.1 Quality Control Plan:

The plan should identify each major task to be performed. For each major task the plan should identify a quality standard that can be used to determine that the task has been successfully accomplished in full compliance with the requirements of this contract. For larger projects the plan may require periodic inspections, tests, or certifications.

This quality control plan shall be formatted with the construction schedule and shall include:

a.) A complete description of the work task.

b.) An explanation of the completion of the line item of work and what constitutes actual completion requirements.

c.) Procedures to inspection of work.

The proposed Call Order Quality Control Plan shall be signed by the Contractor Project Manager/ Representative prior to being submitted for review and approval. At the completion of the Call Order, the Plan should be signed by the Contractor Project Manager/ Representative and submitted with the Call Order Invoice.

The contractor shall demonstrate flexibility in addressing COVID or other situations that impact project schedules.

7. CONTRACT TYPE / PERIOD OF PERFORMANCE

This is a Blanket Purchase Agreement (BPA) with a Base + one (1) Option Year for the issuance of call /orders.

The BPA is subject to FAR 52.217-9, Option to Extend the Term of the Contract, to ensure that continuation of services is in the best interest of the Forest Service.

8. PLACE OF PERFORMANCE

The contractor shall perform services in areas of Northern California and Nevada. Specific information will be provided via individual call orders.

9. KEY PERSONEL

At a minimum, the Contractor must propose the following position as Key Personnel:

Project Manager: The Contractor must designate a Project Manager (PM) as the single point of contact (POC) for contract management. The PM must have the authority to commit the Contractor and make decisions for the Contractor and must be the single Contractor representative responsible for all issues, concerns, or problems at the basic or task order level. The PM must readily respond to questions, concerns, and comments. The PM must proactively alert the Government to potential contractual issues.

The Contractor agrees that no Key Personnel substitutions or additions will be made unless necessitated by compelling reasons including, but not limited to, illness, death, maternity/paternity leave, or termination of employment. In such event, the Contractor must promptly provide the information required below to the COR for approval prior to any substitution or addition of Key Personnel. Proposed substituted Key Personnel must have qualifications that meet or exceed the qualifications of the persons replaced. Whenever possible, fully compliant requests for substitutions or additions must be submitted, in writing, to the COR for approval at least fifteen business days in advance of the proposed change. The COR will notify the Contractor within fifteen business days after receipt of all required information of the decision on substitutions or additions. All disapprovals will require re-submission of another substitution or addition within fifteen days by the Contractor.

Request for Key Personnel changes must provide a detailed explanation of the circumstances necessitating the proposed substitutions or additions, a complete resume for the person to be substituted or added, and any other information requested by the COR.

Noncompliance with the provisions of the key personnel clause will be considered a material breach of the terms and conditions of the contract for which the Government may seek any and all appropriate remedies, to include termination for default.

10. ORDERING PROCEDURES

The Government will place call orders for services against this work statement for some or all tasks listed above based on the specific needs of the individual projects. A Call Order will describe the project, tools, deliverables, tasks, and performance requirement standards for the services ordered. Individual orders will include the project description, location(s) and overall performance period.

Should this solicitation result in multiple awards, each BPA holder will be given Fair Opportunity for orders exceeding the micro-purchase limit. Fair Opportunity will be given through the issuance of a Notice of Fair Opportunity (NFO). Each BPA Call Order will specify the number of days the Contractor will have to submit a Quote; the CO will issue a Call/Order upon acceptance of the technical and price solution offered by the Contractor. Additional ordering instructions and procedures will be provided at time of award.

11. INDEMNIFICATION

The Contractor shall indemnify and hold the Government, its agents and employees, harmless against any financial loss or liability, including costs and expenses, arising from any negligent or wrongful act, or omission, or malpractice, on the part of the Contractor, or any of its agents or employees, during the Contractor’s performance under the contract. The Contractor also agrees that if the Government suffers any financial loss or liability because of any negligent or wrongful act, or omission, or malpractice, by the Contractor, or any of its agents or employees, the Government may offset any such sums against any money in the Government’s possession, which would otherwise be due and payable to the Contractor.

(End Statement of Work)

Price Schedule

PRICE SCHEDULE - PUBLIC

BPA Description (Gov't) Equivalent (Contractor)

Market / Published Rate per Hour

Program / Project Manager Feller Buncher Type 1

Feller Buncher Type 2

Road Grader Type 1

Road Grader Type 2

Mulcher/Masticator – Boom Mounted, Type 1

Mounted, Type 2

Mounted, Type 3

Skidder Type 1

Skidder Type 2

Strip Mulcher/Masticator Type 1

Strip Mulcher/Masticator Type 2

Strip Mulcher/Masticator Type 3 Contractor Suggested Heavy Equipment Items

(add additional lines as needed)

Price Schedule (Continued)

PUBLISHED DISCOUNT RATES & PERCENTAGES (OPTION YEARS

(including FAR 52.17-8)

Market Discount % Base Year Option Year I FAR 52.217-8

(optional)

Contractor Suggested Heavy Equipment Items (add additional lines as needed)

(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

52.212-4 CONTRACT TERMS AND CONDITIONS -- COMMERCIAL ITEMS

(OCT 2018)

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727).

However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, 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;

http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_233_1 https://www.acquisition.gov/far/part-52#FAR_52_202_1

(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 https://www.acquisition.gov/far/part-52#FAR_52_232_33 https://www.acquisition.gov/far/part-52#FAR_52_232_34 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_212_5 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 https://www.acquisition.gov/far/part-33#FAR_33_211 https://www.acquisition.gov/far/part-32#FAR_32_607_2 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.

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.

(a) 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.

(b) Title. Unless specified elsewhere in this contract, title to items furnished under this contract https://www.acquisition.gov/far/part-32#FAR_32_608_2 shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(c) 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.

(d) 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.

(e) 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.

(f) 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.

(g) 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.

(1) Other paragraphs of this clause.

(2) The Standard Form 1449.

(3) Other documents, exhibits, and attachments.

(4) The specification.

(l) [Reserved]

(m) 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.

http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

(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)

THIS SECTION INTENTIONALLY LEFT BLANK (continues)

52.223-99 Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors (Oct 2021) (Deviation)

(a) Definition. As used in this clause - United States or its outlying areas means—

(1) The fifty States;

(2) The District of Columbia;

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands;

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll.

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal Register on September 14, 2021, 86 FR 50985).

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed through Frequently Asked Questions, as amended during the performance of this contract, for contractor or subcontractor workplace locations published by the Safer Federal Workforce Task Force (Task Force Guidance) at https:/www.saferfederalworkforce.gov/contractors/.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts at any tier that exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation

2.101 on the date of subcontract award, and are for services, including construction, performed in whole or in part within the United States or its outlying areas.

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):

FAR: https://www.acquisition.gov/far

52.212-4 ADDENDUM TO CONTRACT TERMS AND CONDITIONS -- COMMERCIAL

ITEMS

https://www.acquisition.gov/far

AGAR: https://www.acquisition.gov/agar

52.252-6 Authorized Deviations in Clauses (Apr 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any Agriculture Acquisition Regulations (48 CFR Chapter 4) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

https://www.acquisition.gov/agar

Table I: Applicable Federal Acquisition Regulation (FAR) Clauses

Federal Acquisition Regulation (FAR) Provisions and Clauses P = Provision C = Clause IBR – Incorporated By Reference FT = Full Text

FAR Cite IBR FT P C Title Date

52.203-17

Contractor Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights

Jun 2020

52.204-4

Printed or Copied Double-Sided on Postconsumer Fiber Content Paper May 2011

52.204-13 System for Award Management Maintenance Jul 2013 52.204-18 Commercial and Government Entity Code Maintenance Jul 2016

52.204-21 Basic Safeguarding of Covered Contractor Information Systems Jun 2016

52.204-25

Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

Aug 2019

52.212-4 Contract Terms and Conditions – Commercial Items Oct 2018

52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders – Commercial Items Jan 2021

52.217-8 Option to Extend Services Nov 1999 52.217-9 Option to Extend the Term of the Contract Mar 2000…