S01 Western Minnesota WRE Weed Control Project RFQ - FINAL.pdf

United States Department of Agriculture (USDA) Natural Resources Conservation Service (NRCS)

Western Minnesota WRE Weed Control Project

FOR SOLICITATION INFORMATION: Julie Simpson

(816) -926-1200

Julie.Simpson@usda.gov

OFFER DUE DATE/LOCAL TIME: May 6, 2021

12:00 PM CST

1 | P a g e

A Solicitation/Contract Form

A.1 SF 1449 – to be provided upon award

A. 2 Department/Agency

A.2.1 United States Department of Agriculture (USDA)

Natural Resources Conservation Service (NRCS)

A.3 Contracting Office

A.3.1 Farm Production and Conservation (FPAC) Business Center Acquisition Division Section 1 - Operations Branch

A.4 Contracting Officer/Specialist

A.4.1 Contracting Officer: Julie Simpson Email: Julie.Simpson@usda.gov Phone: 816-926-1200

Contract Specialist: Ambrea Harris Email: Ambrea.Harris@usda.gov Phone: 571-377-9057

A.4.2 Any USDA FPAC BC Contracting Officer can act on this contract should the need arise.

A.4.3 A Contracting Officer is the only individual who can legally commit or obligate the Government for the expenditure of public funds. Only the contracting officer has authority to: (1) increase or decrease the award amount; (2) direct or negotiate any changes; (3) modify or extend the period of performance; (4) change the schedule of completion; (5) authorize payment under this order; (6) otherwise modify any terms or conditions of this Contract.

A.5 Program Office

A.5.1 Natural Resources Conservation Service (NRCS) Minnesota State Office

A.5.2 Point of Contact: To Be Provided Upon Award

A.5.3 The program office point of contact will act as the liaison to coordinate activities between the

Vendor, Contracting Officer and Contract Specialist, as required, in the performance of the work under this contract. They have the authority to provide technical clarification of the contract requirements but does not have the authority to modify any contract provisions, including, without limitation, changing the scope of work, the cost/price thereof, or the performance delivery schedule(s) therefore.

End of Section

2 | P a g e

B SF 1449 Services/Supplies and Prices/Costs

B.1 Contract Type

B.1.1 Purchase Order

B.1.2 This will be a fixed not to exceed purchase order.

B.2 Pricing

B.2.1 The fixed not to exceed price for the entire order is $____________. (To be provided upon award)

B.2.2 Pricing Table is below:

Pricing Schedule – WRE Weed Spraying and Potential Seeding Period of

Performance (exact date to be provided upon award)

Item No.

Description Estimated quantity

Unit Unit Price Total Price

May 2021 through April 2024

001 Scout and spot spray weeds on WRE easements. Scouting costs need to be absorbed into the billed acres

2000 Acres $ $

May 2021 through April 2024 – As needed

002 Mobilization for site prep – per site

As needed Site $ $

May 2021 through April 2024 – As needed

003 Site Prep for Seeding – 1 pass of light tillage with a disc or similar equipment

As needed Acre $ $

May 2021 through April 2024 – As needed

004 Mobilization for mowing – per site

As needed Site $ $

May 2021 through April 2024 – As needed

005 Mowing for weed control or to mow tress less than 1” in diameter or cattails.

As needed Acre $ $

May 2021 through April 2024 – As needed

006 Mobilization for seeding – per site

As needed Site $ $

May 2021 through April 2024 – As needed

007 Native Seed (refer to seed mix under Section C of this document)

As needed Acre $ $

May 2021 through April 2024 – As needed

008 Seeding – Plant native grass using a no-till drill

As needed Acre $ $

3 | P a g e

May 2021 through April 2024 – As needed

009 Optional Line for additional acres if needed

TBD Acre $ TBD

May 2024 through April 2026

(OPTION LINE)

101 Scout and spot spray weeds on WRE easements. Scouting costs need to be absorbed into the billed acres

2000 Acres $ $

May 2024 through April 2026

(OPTION LINE) –

As needed

102 Mobilization for site prep – per sit

N/A Site $ $

May 2024 through April 2026

(OPTION LINE) –

As needed

103 Site Prep for Seeding – 1 pass of light tillage with a disc or similar equipment

N/A Acre $ $

May 2024 through April 2026

(OPTION LINE) –

As needed

104 Mobilization for mowing – per site

N/A Site $ $

May 2024 through April 2026

(OPTION LINE) –

As needed

105 Mowing for weed control or to mow tress less than 1” in diameter or cattails.

N/A Acre $ $

May 2024 through April 2026

(OPTION LINE) –

As needed

106 Mobilization for seeding – per site

N/A Site $ $

May 2024 through April 2026

(OPTION LINE) –

As needed

107 Native Seed (refer to seed mix under Section C of this document)

N/A Acre $ $

May 2024 through April 2026

(OPTION LINE) –

As needed

108 Seeding – Plant native grass using a no-till drill

N/A Acre $ $

May 2024 through April 2026

(OPTION LINE) –

As needed

109 Optional Line for additional acres if needed

TBD Acre $ TBD

4 | P a g e

C Statement of Work

C.1 Background

C.1.1 United States Department of Agriculture (USDA) Natural Resources Conservation Service (NRCS) in Minnesota is conducting weed control actions on Wetlands Reserve Easements (WRE) in a 12-county area of western Minnesota. A total of 2,000 acres will be sprayed in these counties, with the NRCS option to add additional acres and time if needed. Typical site size ranges from 40 – 160 acres.

C.1.2 The activity required for these sites will include scouting and identifying weeds, and then spraying the weeds in a timely manner. Contractor must have the ability to complete small native grass seedings up to 40 acres with a no- till grass drill and the ability to complete light site prep and clipping with a rotary mower.

C.2 Objectives

C.2.1 There are two objectives of this contract: Herbaceous Weed Control and Conservation Cover.

C.2.1.1 The objective of the Herbaceous Weed Control is to scout and spot spray upland weeds on

WRE easements in a 12-county area in western Minnesota. Contractor will be responsible for scouting and spraying weeds, including all noxious weeds in a timely manner from May 1st ‐ October 1st of each contract year. NRCS will select sites prior to spraying season. Contractor will be responsible for identifying weeds on the selected sites. Spraying will need to occur while plants are vulnerable to spray intake and before seed head production begins, unless otherwise agreed to by NRCS. Chemicals used must be labeled for targeted species.

C.2.1.2 The object of the Conservation Cover is to re‐seed areas where initial grass establishment has failed. NRCS will identify and provide these sites to the contractor, if needed. The size of these sites could range up to 40 acres in size with a typical site being 1 ‐ 5 acres.

Contractor would be responsible for killing existing vegetation, doing light site prep, and no‐till seeding the native seed mix listed on under C.

C.2.2 USDA NRCS is looking for a three-year award with the option to exercise another two-year period if needed.

C.3 Location of Work

C.3.1 The counties included in the project area and approximate number of easements in each county are listed below:

C.3.1.1 Becker – 50 easements

C.3.1.2 Big Stone – 16 easements

C.3.1.3 Clay – 35 easements

5 | P a g e

C.3.1.4 Douglas – 30 easements

C.3.1.5 Grant – 29 easements

C.3.1.6 Mahnomen – 12 easements

C.3.1.7 Norman – 27 easements

C.3.1.8 Otter Tail – 29 easements

C.3.1.9 Pope – 33 easements

C.3.1.10 Stevens – 61 easements

C.3.1.11 Traverse – 7 easements

C.3.1.12 Wilkin – 30 easements

C.3.2 See attached map of the geographic work area.

C.4 Contractor Requirements

C.4.1 Herbaceous Weed Control Requirements

C.4.1.1 Supply spray equipment and chemicals materials.

C.4.1.2 The contractor is responsible for possessing or obtaining all necessary permits for spraying the necessary chemicals.

C.4.1.3 The contractor will provide a spray map that includes the following after each spraying:

C.4.1.3.1 Location of easement;

C.4.1.3.2 Spray date;

C.4.1.3.3 Amount sprayed;

C.4.1.3.4 Chemical(s) used;

C.4.1.3.5 Quantity used;

C.4.1.3.6 Location of weeds sprayed and species.\

6 | P a g e

C.4.2 Conservation Cover Requirements

C.4.2.1 If a need for grass seeding arises, seed will be reviewed and approved by NRCS prior to the purchase of the seed. The mix of seeds is found under C.7 of this document.

C.4.2.2 Follow the specification for origin of seed. Seed shall be true to species, packed separately and labeled with scientific name, PLS weight, common name, percent purity, and percent germination. Seed shall be free of non‐seed debris and free of noxious weeds. Seed quantities and quality shall be verified by NRCS prior to seeding application. Substitutions are only allowed if approved by NRCS prior to the commencement of the seeding.

Substitution guidance is as follows:

C.4.2.2.1 Allowable parameters for species substitutions: any substitutions must be approved by NRCS prior to comments of the seeding.

C.4.2.2.2 Number of Species:

Grass 7

Forbs 7

Total 14

C.4.2.2.3 Final mix (with approved substitutions) shall meet the following requirements:

Minimum seeds/sq foot ‐ grasses/sedge 48.6

Minimum seeds/sq foot ‐ forbs/legumes 9.2

Minimum Grass/sedge seeding rate (lbs/acre) 12.90

Minimum Forb seeding rate (oz/acre) 10.00

C.4.2.2.4 Seeding Dates: Seeding will typically occur within the warm season of May 15th through June 30th each year.

C.4.2.2.5 Seeding: Sowing shall be accomplished by the method stated below:

C.4.2.2.5.1 Drilling: Contractor shall use a specialized native grass drill designed to handle a wide variety of seed and seeding rates. Plant seed to a depth of 1/4 to 1/2 inch.

7 | P a g e

C.4.2.2.5.2 Site will need to be prepped for seeding to include 1 pass of light tillage with a disc or similar equipment.

C.4.2.2.6 Post Seeding Maintenance: Post seeding clippings shall occur when height of existing vegetation is approximately 12 inches. Mowing height shall be no lower than 6 inches. Rotary mower is required.

C.4.2.2.7 There may be a need for mowing for weed control or to mow trees less than 1” in diameter or cattails.

C.5 Execution of Contract

C.5.1 Pre-implementation conference with NRCS prior to the start of spraying activities for the year shall be held to review site list and review chemical list.

C.5.2 Examples of weeds to be sprayed include, but are not limited to the following: Canada Thistle, Leafy Spurge, Spotted Knapweed, and Wild Parsnip. Other species may be determined by NRCS on a site by site basis, including woody vegetation.

C.5.3 The practice will be considered complete when at least 80% of the targeted weeds on the site have been effectively treated.

C.5.4 For the Conservation Cover, site prep shall be considered successfully completed when a seedbed exists that is suitable for properly planting the designed mix. Typical seedbed prep will involve spraying a non‐selective herbicide followed by a light disking to level the site and chop up existing vegetation.

C.5.5 Protection and cleanup

C.5.5.1 All materials and equipment shall be properly protected against harm from normal weather conditions and the public.

C.5.5.2 Vehicles and equipment must be free of vegetative debris and seed upon arrival at the easement. The contractor must do everything possible to clean all vegetative debris and seed off of equipment and vehicles before moving to a different site. Vegetation and seed pieces should be removed, while paying special attention for plant debris on bumpers, radiators and underneath the vehicle.

C.5.5.3 All equipment must be cleaned before moving to the next site in order to reduce the spread of invasive species.

8 | P a g e

C.6 NRCS Review

C.6.1 NRCS will field check completed sites 7 ‐ 14 days after notification of completed spraying.

Success will be determined by NRCS using a transect method or an alternative, as deemed appropriate by NRCS.

C.7 Seed Selection and Species List

C.7.1 Area shall be seeded with the following mix (quantities shown are PLS)

Total Grass Pounds = 12.90 Total Forb Ounce = 10.00

Common Name Scientific Name Pounds Per Acre Total Pounds Required Big Bluestem Andropogon gerardi 3.00 3.00 Indiangrass Sorghastrum nutans 2.00 2.00 Sideoats Grama Bouteloua curtipendula 2.00 2.00 Switchgrass Panicum virgatum 0.40 0.40 Canada Wildrye Elymus canadensis 2.00 2.00 Slender Wheatgrass Elymus trachycaulus 1.50 1.50 Western Wheatgrass Pascopyrum smithii 2.00 2.00

Common Name Scientific Name Ounces Per Acre Total Ounce Required Wild Bergamot Monarda fistulosa 3.00 3.00 Black-eyed Susan Rudbeckia hirta 2.00 2.00 Common Milkweed Asclepias syriaca 2.00 2.00 Purple Prairie Clover Petalostemum purpurum 0.40 0.40 Maximillian Sunflower Helianthus maximiliani 2.00 2.00 White Prairie Clover Petalostemum candidum 1.50 1.50 Yarrow Achillea millefolium 2.00 2.00

9 | P a g e

D Reserved

10 | P a g e

E Inspection and Acceptance

E.1 Acceptance of services will be at the end of each spraying and/or end of seeding period.

E.1.1 Acceptance will be determined by the Technical Point of Contact.

E.1.2 Acceptance will be based on if the requirements under Section C are met.

E.1.3 The Technical Point of Contact or Contracting Officer reserves the right to review all work products required under the contract for acceptability as needed. The Government shall notify the Contractor whenever revisions to reports/deliverables are required in order for deliverables to be deemed acceptable.

11 | P a g e

F Performance

F.1 Period of Performance

F.1.1 This requirement will be one (1) three (3) year base period and include one (1) two (2) year option period.

F.1.2 Approximate dates are as follows:

F.1.2.1 Base Year: May 1, 2021 through April 30, 2024

F.1.2.2 Option Years: May 1, 2024 through April 30, 2026

12 | P a g e

G Contract Administration Data

G.1 Farm Production and Conservation (FPAC) Clauses

G.1.1 FPAC 4I-52.232-70 ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS –

INVOICE PROCESSING PLATFORM (IPP)

(a) Invoices must be submitted electronically through the U.S. Department of the Treasury’s Invoice Processing Platform System (IPP). The Contractor must use the IPP website (https://www.ipp.gov) for submitting invoices. Invoices submitted by means other than IPP will not be accepted unless the Contracting Officer authorizes alternate procedures in writing.

(b) Under this contract, the following document(s) are required to be submitted as attachment(s) to the IPP invoice:

Invoices will be submitted at the end of each spraying and/or end of seeding period.

Invoices shall have supporting documents attached within in IPP. The supporting documents should include a breakdown of the total amount. Travel costs must be broken down by the individual traveler and documentation supporting the costs being invoiced must be attached and clearly indicate the traveler it is associated with. The remaining non-travel amount must be broken down into the individual labor category and rate identified in this contract and the quantity of hours expended. No other amounts shall be listed on an invoice.

Invoices and supporting documentation shall be attached within the Invoice Processing

Platform (IPP) and shall not be submitted directly to the Contracting Officer.

(End of clause)

G.2 Payment

G.2.1 USDA pays for equipment in arrears (after equipment is received). No payments will be made prior to the completion of service.

G.2.2 Payment will be made after receipt of invoice or acceptance of requirement whichever is later. Payment will be made via Electronic Funds Transfer.

https://www.ipp.gov/

13 | P a g e

H Reserved

14 | P a g e

I Purchase Order Provisions and Clauses

I.1 Agriculture Acquisition Regulation (AGAR) Provisions

I.1.2 AGAR 452.204-70 – Inquires (Feb 1988)

Inquiries and all correspondence concerning this solicitation should be submitted in writing to the Contracting Officer. Offerors should contact only the Contracting Officer issuing the solicitation about any aspect of this requirement prior to contract award.

(End of provision)

I.2 Farm Production and Conservation (FPAC) Provisions

I.2.1 FPAC 4I-52.233-70 Protests to the Agency

(a) An agency protest filed with the contracting officer shall be sent to the contracting officer’s mailing address or email address listed in the solicitation. The contractor should contact the contracting officer to verify the mailing or email address prior to delivering a protest.

(b) The independent review of a contracting officer’s decision regarding a protest described at FAR 33.103(d)(4) is not available as an alternative to consideration of the protest by the contracting officer. An independent review is available only as an appeal of the contracting officer’s decision on a protest. An appeal must be filed within 10 calendar days of the protestor’s receipt of the contracting officer’s decision, otherwise the appeal will be deemed untimely and not considered.

The appeal must be directed to the Head of the Contracting Activity but sent to the contracting officer.

(c) The protest must contain all of the elements required by FAR 33.103(d)(2). Failure to substantially comply with any of the requirements of FAR 33.103(d)(2) may be grounds for dismissal of the protest.

I.3 Federal Acquisition Regulation (FAR) Provisions

I.3.1 52.204-24 - Regulation Regarding Certain Telecommunications and Video Surveillance Services or

Equipment (Dec 2019)

The Offeror shall not complete the representation in this provision if the Offeror has represented that it “does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument” in the provision at 52.204-26, Covered Telecommunications Equipment or Services- Representation, or in paragraph (v) of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items.

(a) Definitions. As used in this provision— https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#id19CAC0P0ESS https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1060550

15 | P a g e

“Covered telecommunications equipment or services”, “critical technology”, and “substantial or essential component” have the meanings provided in clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

(b) Prohibition. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Contractors are not prohibited from providing—

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for “covered telecommunications equipment or services”.

(d) Representation. The Offeror represents that it □ will, □ will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation.

(e) Disclosures. If the Offeror has represented in paragraph (d) of this provision that it “will” provide covered telecommunications equipment or services”, the Offeror shall provide the following information as part of the offer—

(1) A description of all covered telecommunications equipment and services offered (include brand;

model number, such as original equipment manufacturer (OEM) number, manufacturer part number, or wholesaler number; and item description, as applicable);

(2) Explanation of the proposed use of covered telecommunications equipment and services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b) of this provision;

(3) For services, the entity providing the covered telecommunications services (include entity name, unique entity identifier, and Commercial and Government Entity (CAGE) code, if known); and

(4) For equipment, the entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known).

https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#unique_531032845 https://www.sam.gov/

16 | P a g e

I.4 Agriculture Acquisition Regulation (AGAR) Clauses

I.4.1 AGAR 452.211-72 – Statement of Work/Specifications (Feb 1988)

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

(End of Clause)

I.4.2 AGAR 452.211-73 Attachments to Statement of Work/Specifications (Feb 1988)

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

(End of Clause)

I.4.3 AGAR 452.211-74 – Period of Performance (Feb 1988)

This requirement will be one (1) three (3) year base period and include one (1) two (2) year option period.

(End of Clause)

I.4.4 AGAR 452.246-70 – Inspection Acceptance (Feb 1988)

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

(b) Inspection and acceptance will be performed after receipt of equipment and training.

(End of clause)

I.5 Federal Acquisition Regulation Clauses (FAR)

I.5.1 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

17 | P a g e

(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;

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1048610 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063244

18 | P a g e

(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-https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1050674 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1050705 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_212_5

19 | P a g e

(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.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-33-protests-disputes-and-appeals#i1080268 https://www.acquisition.gov/content/part-32-contract-financing#i1081898

20 | P a g e

(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.

https://www.acquisition.gov/content/part-32-contract-financing#i1081962

21 | P a g e

(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) [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:

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

22 | P a g e

(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)

I.5.2 52.212-5 – CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE

ORDERS—COMMERCIAL ITEMS (JAN 2021)

Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items (Jan 2021)

(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) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Aug 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[Contracting Officer check as appropriate.] _X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (June 2020), 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 (Jun 2020) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act https://www.acquisition.gov/far/52.203-19#FAR_52_203_19 https://www.acquisition.gov/far/52.204-23#FAR_52_204_23 https://www.acquisition.gov/far/52.204-25#FAR_52_204_25 https://www.acquisition.gov/far/52.209-10#FAR_52_209_10 https://www.acquisition.gov/far/52.233-3#FAR_52_233_3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.233-4#FAR_52_233_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.203-6#FAR_52_203_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.203-13#FAR_52_203_13 https://www.acquisition.gov/far/52.203-15#FAR_52_203_15

23 | P a g e of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Jun 2020) (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).

_X_ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Jun 2020) (31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) (41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-3.

__ (12)

(i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

__ (ii) Alternate I (Mar 2020) of 52.219-4.

__ (13) [Reserved] _X_ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) (15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

_X_ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

__ (17) (i) 52.219-9, Small Business Subcontracting Plan (Jun 2020) (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 (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Jun 2020) of 52.219-9 _X_ (18) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C. 637(a)(14)).

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

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020) (15 U.S.C. 657f).

_X_ (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Nov 2020) (15 U.S.C. 632(a)(2)).

__ (ii) Alternate I (MAR 2020) of 52.219-28.

__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Mar 2020) (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 (Mar2020) (15 U.S.C. 637(m)).

https://www.acquisition.gov/far/52.204-10#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.204-14#FAR_52_204_14 https://www.acquisition.gov/far/52.204-15#FAR_52_204_15 https://www.acquisition.gov/far/52.209-6#FAR_52_209_6 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.209-9#FAR_52_209_9 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/far/52.219-3#FAR_52_219_3 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/far/52.219-3#FAR_52_219_3 https://www.acquisition.gov/far/52.219-4#FAR_52_219_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-4#FAR_52_219_4 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-8#FAR_52_219_8 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-13#FAR_52_219_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-13#FAR_52_219_13 https://www.acquisition.gov/far/52.219-14#FAR_52_219_14 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-16#FAR_52_219_16 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-27#FAR_52_219_27 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-28#FAR_52_219_28 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-28#FAR_52_219_28 https://www.acquisition.gov/far/52.219-29#FAR_52_219_29 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-30#FAR_52_219_30

24 | P a g e

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) (15 U.S.C. 644(r)).

__ (26) 52.219-33, Nonmanufacturer Rule (Mar 2020) (15U.S.C. 637(a)(17)).

_X_ (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

_X_ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan2020) (E.O.13126).

__ (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

_X_ (30) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

_X_ (31) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) (38 U.S.C. 4212).

__ (ii) Alternate I (Jul 2014) of 52.222-35.

_X_ (32) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) (29 U.S.C. 793).

__ (ii) Alternate I (Jul 2014) of 52.222-36.

_X_ (33) 52.222-37, Employment Reports on Veterans (Jun 2020) (38 U.S.C. 4212).

_X_ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

_X_ (35) (i) 52.222-50, Combating Trafficking in Persons (Oct 2020) (22 U.S.C. chapter 78 and E.O.

13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

__ (36) 52.222-54, Employment Eligibility Verification (Oct 2015). (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

__ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) ( 42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

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

__ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

__ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (40) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate…