Sol_140P5126Q0057.pdf

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER)

THIS RFQ IS IS NOT A SMALL BUSINESS SET-ASIDE

15. DATE OF QUOTATION

16. SIGNER

a. NAME (Type or print)

c. TITLE (Type or print)

b. TELEPHONE

AREA CODE

NUMBER

STANDARD FORM 18 (REV. 6/1995)

Prescribed by GSA-FAR (48 CFR) 53.215-1(a)

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition not usable

8. TO:

b. COMPANYa. NAME

c. STREET ADDRESS

d. CITY e. STATE f. ZIP CODE

9. DESTINATION

a. NAME OF CONSIGNEE

b. STREET ADDRESS

d. STATE e. ZIP CODE

7. DELIVERY

FOB DESTINATION

OTHER

(See Schedule)

10. PLEASE FURNISH QUOTATIONS TO THE

ISSUING OFFICE IN BLOCK 5a ON OR BEFORE CLOSE OF BUSINESS (Date)

IMPORTANT: This is a request for information and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5a. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or service. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotation must be completed by the quoter.

11. SCHEDULE (Include applicable Federal, State and local taxes)

ITEM NUMBER

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

12. DISCOUNT FOR PROMPT PAYMENT

a. 10 CALENDAR DAYS (%) b. 20 CALENDAR DAYS (%) c. 30 CALENDAR DAYS (%) d. CALENDAR DAYS

NUMBER PERCENTAGE

NOTE: Additional provisions and representations are are not attached.

13. NAME AND ADDRESS OF QUOTER

a. NAME OF QUOTER

b. STREET ADDRESS

c. COUNTY

d. CITY e. STATE f. ZIP CODE

14. SIGNATURE OF PERSON AUTHORIZED TO

SIGN QUOTATION

PAGE OF PAGES

1. REQUEST NUMBER 2. DATE ISSUED 3. REQUISITION/PURCHASE REQUEST NUMBER 4. CERT. FOR NAT. DEF.

UNDER BDSA REG. 2

AND/OR DMS REG. 1

RATING

5a. ISSUED BY 6. DELIVER BY (Date)

NAME TELEPHONE NUMBER

AREA CODE NUMBER

c. CITY

5b. FOR INFORMATION CALL (NO COLLECT CALLS)

120 Chatham Lane

NPS SER EAST MABO

100 Alabama St., SW 1924 Building Atlanta GA 30303-8701

0044043365140P5126Q0057

Edward Dingle

507-5747 NPS, Fredericksburg NMP

22405

08/20/2026

09/07/2026 1300 ED

02/26/2027

Fredericksburg

VA

Period of Performance: 09/28/2026 to

02/26/2027

00010 The contractor shall provide all services including labor, equipment, and tools required to remove identified high risk trees, trim the roadsides and protect the resource while accessing the work sites and adjacent to trees being removed in the park. The work shall include the access of sensitive sites where site protection may be needed to prevent damage to the resource, the removal of trees through tree felling operations if it is determined that there is adequate room for falling

Continued...

1 29

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGES

NAME OF OFFEROR OR CONTRACTOR

SUPPLIES/SERVICES

(B)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

OPTIONAL FORM 336 (4-86)

Sponsored by GSA FAR (48 CFR) 53.110

ITEM NO.

(A)

QUANTITY

(C)

NSN 7540-01-152-8067

140P5126Q0057

(after considering the resource and any below ground resources), tree dismantling and or rigging operations for trees without adequate room for felling, debris staging and removal from site, traffic control on road sides where work will be performed, and the control of jobsites where pedestrian traffic may be a factor in accordance with the attached statement of work for Fredericksburg and

Spotsylvania National Military Park

Fredericksburg, Virginia.

Product/Service Code: F014

Product/Service Description: NATURAL

RESOURCES/CONSERVATION- TREE THINNING

Delivery: 02/26/2027

00020 Option 1: Remove 40 additional trees on roadsides 12'-24' DBH Parkwide in accordance with the attached statement of work for

Fredericksburg and Spotsylvania National

Military Park Fredericksburg, Virginia.

Product/Service Code: F014

Product/Service Description: NATURAL

RESOURCES/CONSERVATION- TREE THINNING

Delivery: 02/26/2027

00030 Option 2: Remove 30 additional trees on roadsides 12¿-24¿ DBH Parkwide in accordance with the attached statement of work for

Fredericksburg and Spotsylvania National

Military Park Fredericksburg, Virginia.

Product/Service Code: F014

Product/Service Description: NATURAL

RESOURCES/CONSERVATION- TREE THINNING

Delivery: 02/26/2027

Combined Synopsis/Solicitation for Commercial Services

FAR 12.603

Document Type: Combined Solicitation/Synopsis Solicitation Number: 140P5125Q0057 Posted Date: August 20, 2025 Original Response Date: September 07, 2025 Current Response Date: September 07, 2025 Product or Service Code: F014 Set Aside: 100% Small Business NAICS Code: 561730

Contracting Office Address:

National Park Service Contracting Operations (ConOps) East 100 Alabama St. SW, Building 1924, 5th Floor Atlanta, GA 30303

Description:

This is a combined synopsis/solicitation for a commercial item prepared in accordance with the format outlined in FAR Subpart 12.6. Streamlined Procedures for Evaluation and Solicitation for Commercial Items,” as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested, and a written solicitation document will not be issued.

The National Park Service, Contracting Operations (ConOps) East has a requirement to all services including labor, equipment, and tools required to remove identified high risk trees, trim the roadsides and protect the resource while accessing the work sites and adjacent to trees being removed in the park. The work shall include the access of sensitive sites where site protection may be needed to prevent damage to the resource, the removal of trees through tree felling operations if it is determined that there is adequate room for falling (after considering the resource and any below ground resources), tree dismantling and or rigging operations for trees without adequate room for felling, debris staging and removal from site, traffic control on road sides where work will be performed, and the control of jobsites where pedestrian traffic may be a factor in accordance with the attached statement of work for Fredericksburg and Spotsylvania National Military Park Fredericksburg, Virginia.. This solicitation is a Request for Quotations (RFQ). The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2026-01 dated March 13, 2026.

The associated North American Industrial Classification System (NAICS) code for this procurement is 561730; Landscaping Services, with a small business size standard of $9,500,000.00. The Product Service Code (PSC) is F014; Natural Resources/conservation - Tree Thinning.

In accordance with FAR Subpart 28, a certificate of insurance is required, and coverage must be at a minimum of: $50,000 per person; $100,000 per occurrence; and $100,000 per property. The insurance certificate must be submitted within 10 calendar days of receipt of the award.

The contractor must have current Representation and Certifications in SAM.gov, submitted with quote.

The Government contemplates the award of a single Firm-Fixed Price Contract using the best value – Lowest Priced Technically Acceptable (LPTA) source selection procedures. All eligible and responsible sources may submit a quote, which if timely received, shall be considered by the Agency. Companies must have valid Unique Entity Identifier and be registered with System for Award Management (www.sam.gov). SAM.gov offers free services. An offeror must ensure that they are self-certified under NAICS Code 561730 in the Representations and Certifications portion of SAM.gov. The basis of award is the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. Award will be made to the responsible respondent pursuant to FAR subpart 9.1.

The APPROXIMATE performance period is anticipated to be September 28, 2026, through February 26, 2027, (These dates are subject to change based on actual award date).

All interested companies shall provide quotes for the following:

Services:

Fredericksburg and Spotsylvania NMP (FRSP) Statement of Work

Remove Hazardous Trees FY26

1. BACKGROUND

The proposed work will include hazard tree removal of trees identified by park staff on roadsides and grounds parkwide.

Through tree assessments performed by National Park Service staff, the park has identified high risk trees in the park. The work identified will need to be completed through tree felling, tree dismantling, and /or rigging operations, chipping and hauling dependent upon the individual jobsite specific requirements.

2. PURPOSE

The purpose of this contract is to provide technical services for the removal and disposal of high risk or dead trees along roadsides, trails, buildings, and common areas without damage to the resource including but not limited to trees, earthworks, and markers.

3. SCOPE OF WORK

The contractor shall provide all services including labor, equipment, and tools required to remove identified high risk trees, trim the roadsides and protect the resource while accessing the work sites and adjacent to trees being removed in the park. The work shall include the access of sensitive sites where site protection may be needed to prevent damage to the resource, the removal of trees through tree felling operations if it is determined that there is adequate room for falling (after considering the resource and any below ground resources), tree dismantling and or rigging operations for trees without adequate room for felling, debris staging and removal from site, traffic control on road sides where work will be performed, and the control of jobsites where pedestrian traffic may be a factor.

4. REQUIREMENTS

4.1 Access / Exit Battlefields and associated job sites

4.1.1 The contractor shall communicate with the

Contracting Officer Representative (COR) or park http://www.sam.gov/ contact to be directed to the best access to the job sites.

4.1.2

4.1.3

4.1.4

The contractor shall access the job sites without causing damage to anything within or surrounding the jobsites or the access to them following the guidance of the COR or park contact.

The Contractor shall not cut any trees during the months of June and July unless directed by the COR due to protected species of wildlife.

The Contractor shall provide GIS coordinates, DBH, and tree species of each tree removed.

4.2 Equipment set up

4.2.1

4.2.2

Prior to entering the park, the contactor shall clean with water, all vehicles, equipment, and tools to reduce the chance invasive non-native plants, spotted lantern fly, or other harmful organisms from entering the park. The contactor shall provide self-inspection confirmation prior to beginning the project. (Refer to FRSP Hazardous Tree Abatement Plan for more information)

Once the job site has been accessed the contractor will only travel with their equipment in areas approved by the COR or park contact.

4.2.3 Once the individual trees have been accessed the

equipment shall be set up in a way as to not cause damage to the resource including but not limited to trees, graves, roads, earthworks and markers.

4.3 Tree removal process

4.3.1 Trees shall be removed in accordance with OSHA

1910 General Industry Standards and ANSI Z

133.1 Safety Standards for Arboricultural

Operations and shall not cause damage to any part of the resource including but not limited to trees, earthworks and markers.

4.4 Debris cleanup and removal

4.4.1 Any debris of a size that can be chipped shall be

chipped and removed from the job site by the end of the performance period or as directed by the

COR.

4.4.2 Any debris too large to chip shall be removed from

the site by the end of the performance period or as directed by the COR.

5. DELIVERABLES

Base Bid: 1

5.1

• Remove 40 trees on roadsides 12”-24” DBH Spotsylvania Battlefield

• Remove 45 trees on roadsides 12”-24” DBH Chancellorsville Battlefield

• Remove 30 trees on roadsides 12”-24” DBH Wilderness Battlefield

• Remove 20 trees on roadsides 12”-24” DBH Fredericksburg Battlefield

• Remove 20 trees on roadside 24”-36” DBH Parkwide

• Remove 1 tree 40+” DBH (Brock Road)

Option 1

Remove 40 additional trees on roadsides 12”-24” DBH Parkwide

Option 2

Remove 30 additional trees on roadsides 12”-24” DBH Parkwide

*All options are in addition to base bid

*Bid base and options as separate line items

5.2 All stumps shall be cut to 4” or lower above grade.

5.3 The contractor shall remove all logs, brush, chips and wood created debris from the tree removals from the job sites by the end of the performance period or sooner – as directed by the COR.

6. PLACE OF PERFORMANCE

Maintenance Division:

207 Freedom Court, Fredericksburg VA 22408 Area of Work/Job Site:

All Park Battlefields, Chancellorsville Visitor Center, National Cemetery

7. PERFORMANCE PERIOD

7.1 90 days

8. SPECIAL CONSIDERATIONS

8.1 The contractor understands that all work shall be under the direction and general supervision of an Arborist(s) certified by the International Society of Arboriculture (ISA), or equivalent state certification, who, possess verifiable experience and technical competence in tree physiology, identification, diagnosis of disorders, and current tree care and safety practices in accordance with accepted industry standards. The Arborist shall be the primary contact with the Government's technical representative and shall be responsible for controlling the quality of work and inspecting all completed work to ensure that contract performance requirements are met.

8.2 The contractor understands that all tree workers shall, through related training and on the job experience, be familiar with the technical aspects and hazards of tree removal operations and equipment used in such operations. All tree workers shall abide by any code of ethics or professional conduct established by the Tree Care Industry Association and the International Society of Arboriculture.

8.3 The contractor understands that all equipment must meet all federal OSHA, state and local safety requirements and must be properly licensed. This includes equipment such as bucket trucks, aerial lifts, cranes, chipper trucks, wood trucks etc. which may be needed to correctly perform tree removal in accordance with the specifications stated herein.

8.4 The contractor understands that NO vehicles including but not limited to (Bucket trucks, Aerial lifts, Cranes, Bobcats, Log loaders, Chipper trucks, etc.…) shall be driven on any lawn areas without the use of protection mats (Example... Alturna mat), without the permission of the COR or park contact.

8.5 The contractor understands that some of the required work is in archeologically sensitive areas.

8.6 The contractor shall use site protection to protect resources if there is a chance that the tree being removed may damage such resources.

8.7 The contractor understands that any trees located on or around Earthworks may not be fallen if there exists the possibility of disturbing the Earthworks.

8.8 The contractor understands that if trees to be removed are located on or around Earthworks and these trees need to be dismantled, they shall be rigged if there exists the possibility of disturbing the Earthworks.

8.9 The contractor understands that some job sites shall have restricted access for equipment.

Davis Bacon prevailing wages for Spotsylvania County, Virginia will apply for this requirement See attachment 0005 or 2015-4287 Revision No.: 37 on WDOL.gov.

PRICE SCHEDULE

All quote pricing shall be affixed to attachment 0003

SITE VISIT INFORMATION

See attachment 0006

PAST PERFORMANCE QUESTIONNAIRE

See attachment 0007

Simplified Acquisition evaluation procedures pursuant to FAR Part 13, will be applied in the evaluation of quotes received. Failure to submit the information called for in this solicitation may render the quote unacceptable. Only those quotes deemed responsive will be evaluated. The Government will award a single firm-fixed price services contract resulting from this solicitation to the responsible Quoter whose quote conforms to the solicitation requirements and is determined to be the “Best Value”; that is, the lowest priced, technically acceptable quote. Technical acceptability must meet or exceed the standards set for non-price factors. The government will evaluate information based on the following evaluation criteria:

(1) Price

(2) Technical Capability

(3) Past Performance

Technical and Past Performance when combined, are approximately equal to cost or price

Technical Capability: Respondent shall describe a realistic plan, to include the means (labor, equipment, and materials) and methods (plan of work), required licenses and certifications (Certified Arborist with Resume), logical sequencing of activities (including interdependencies of activities), and schedule, necessary to successfully complete the work within the required performance period. The plan shall list the specific equipment availability, crew(s) (size and composition) proposed to work concurrently, any other available resources, and daily production rate required in accordance with the attached Statement of Work (SOW). A rating of either “Acceptable” or “Unacceptable” will be assigned to this non-price factor. The standard for this factor is met and is acceptable when the responses provided by the Quoter can support a complete understanding of the work to be performed, potential obstacles and mitigation, and the specific requirements that are to be met to successfully complete the contract within the time required. Technical factor shall be evaluated on an acceptable or unacceptable basis (See table below).

TECHNICAL CAPABILITY RATINGS:

Technical Acceptable and Unacceptable Ratings

Rating Description

Acceptable Quote clearly meets the minimum requirements of the solicitation.

Unacceptable Quote does not clearly meet the minimum requirements of the solicitation.

Past Performance: Respondent shall complete Past Performance Questionnaire(s) (Attachment 0007) that can confirm your company has successfully completed relevant services in the past three (3) years as outlined in the Statement of Work. Offeror shall submit past performance information on three (3) projects of similar scope and magnitude. Past Performance must reflect work that was completed within three (3) years of the solicitation closing date. Past performance information must consist of final performance evaluations of project(s) or project references who can provide performance assessments.

References shall consist of officials from the issuing contracting agency who oversaw the performance of the project. The Government reserves the right to obtain past performance information from other sources such as the references and the Contractor Performance Assessment Reporting System (CPARS) and other

Federal performance assessments systems but is not limited to these sources. Respondents with no historical record of past performance will receive a Neutral rating. Information required for each project shall include:

• Contracting agency/customer

• Contract number

• Contract title or meaningful description of services and location

• Award date

• Initial award amount

• Award amount at contract completion

• Contract Completion Date

• Actual Completion Date

• Final performance evaluation with rating or reference information (first and last name, title, office, mailing address, telephone number, and email address)

• Address any adverse past performance information and explain the corrective actions taken to achieve a successful outcome.

Past performance will be evaluated on an Acceptable and Unacceptable basis in accordance with FAR 15.2.

Price: A price evaluation will be performed as described in FAR 15-404-1to determine the reasonableness of the proposed price. Reasonableness will be determined considering other competitive prices received and comparison to the independent Government estimate. If multiple contract line items are included in the price schedule, prices will also be evaluated to determine whether any line items are unbalanced. The Respondent shall remit a completed price schedule (Attachment 0003). The price shall include a breakdown of all necessary supervision, management, labor, transportation, equipment, materials, any other direct incidental costs, overhead and profit. Offerors are cautioned to distribute costs appropriately. The price submission will be evaluated but not rated.

The full text of FAR provisions or clauses may be accessed electronically at http://acquisition.gov/comp/far/index.html.

The following solicitation provisions apply to this acquisition:

1. FAR 52.212-1, “Instructions to Offerors–Commercial Items” (July 2026)

2. FAR 52.212-2, “Evaluation – Commercial Items” (July 2026)

3. FAR 52.217-5, “Evaluation of Options: (July 2026)

52.252-1 Solicitation Provisions Incorporated by Reference. (FEB 1998)

This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate http://acquisition.gov/comp/far/index.html information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es): http://farsite.hill.af.mil (End of provision)

52.212-2 -- Evaluation -- Commercial Items.

As prescribed in 12.205(a)(2), insert a provision substantially as follows: Evaluation— Commercial Products and Commercial Services (Jul 2026)

(a) Evaluation factors. The Government will award a contract resulting from this solicitation to the responsible Offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors will be used to evaluate offers:

• Price

• Technical Capability

• Past Performance

(b) Options (if applicable). The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. The evaluation of options does not obligate the Government to exercise the option(s).

(c) Notice of award. A written notice of award or acceptance of an offer furnished to the successful Offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of Provision)

The following contract clauses apply to this acquisition:

FAR 52.212-4, Terms and Conditions—Commercial Products and Commercial Services (July 2026)

As prescribed in 12.205(b)(3), insert the following clause:

Terms and Conditions—Commercial Products and Commercial Services (Deviation Date)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

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

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in http://farsite.hill.af.mil/ the item.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

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

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

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

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

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

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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.

The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

(o) Warranty. The Contractor warrants and implies that the items delivered under this contract 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) 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; 40 U.S.C.

chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

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

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

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

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

(2) Paragraph (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(u) 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)

Alternate I (Deviation Date). When contemplating a time-and-materials or labor-hour contract, substitute the following paragraphs (a), (b), (i), (l), and (m) for those in the basic clause.

(a) The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

As used in this clause—

Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(1) Performed by the contractor;

(2) Performed by the subcontractors; or

(3) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

Materials means—

(1) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(2) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(3) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(4) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

(5) Indirect costs specifically provided for in this clause.

Subcontract means any contract, as defined in FAR 2.101, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(b) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract at all places and times before acceptance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (b)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the “hourly rate” for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the “hourly rate” attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may—

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (b)(4) and (5) of this clause, the Government may, at any time, require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to—

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor’s managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor’s obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

(i) Payments.

(1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor’s established catalog or market price, adjusted to reflect the—

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor—

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice;

or

(2) Makes these payments within 30 days of the submission of the Contractor’s payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall—

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other direct costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: [Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert “None” if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert ‘None’”.]

(2) Indirect costs (material handling, subcontract administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro-rata basis over the period of contract performance at the following fixed price: [Insert a fixed amount for the indirect costs and payment schedule. Insert “$0” if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).”]

(2) Total cost. The total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule. The Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of…