12474022R0015.pdf

April 29, 2022

TO: PROSPECTIVE OFFEROR

All Offerors are strongly encouraged to read the entire solicitation. Specifically, Sections C, E and F. Offerors need to review the maps attached to the solicitation.

Proposals are due on May 19, 2022 at 10:00 am eastern. Any questions must be submitted in writing on by May 11, 2022 at 10:00 am eastern. NOTE: USDA reserves the right to not respond to questions that are answered in the statement of work (Section C), Sections E and F, and any of the attachments).

Proposals may be submitted via e-mail or via fax machine. Email address is:

BeverlyS.Brown@usda.gov. FAX number is: 901-384-3033. If you fax your proposal, please let the contracting officer (CO), Beverly Brown, know that you have faxed a proposal. The CO will send an email confirming receipt of the proposal.

All documentation stated in Section E must be included in the proposal. If all documentation is not received, the proposal may be deemed non-responsive.

Work under this solicitation may be seven days a week during peak cotton season. Sample sacks are not palletized. It requires manual loading and unloading of sample sacks. The contract requires the contractor to load and unload the sacks.

NOTE: USDA is advertising this route as a bundled route for Routes 1, 2 and 3 in Corpus Christi. USDA is also advertising routes 1, 2 and 3 as individual routes. USDA will make an award of the bundled route if it is most advantageous to the Government. If the individual routes are most advantageous, then USDA will not award the bundled routes.

mailto:BeverlyS.Brown@usda.gov

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE DATE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE DATE

12474022R0015 04/29/2022

7. FOR SOLICITATION

INFORMATION

CONTACT:

a. NAME

Beverly Brown BeverlyS.Brown@usda.gov

b. TELEPHONE NUMBER (no collect calls)

540-361-1126

8. OFFER DUE DATE/

LOCAL TIME

05/19/2022 10:00 am eastern

9. ISSUED BY CODE 6395 10. THIS ACQUISITION IS

USDA, AMS, Cotton and Tobacco Program 3275 Appling Road Memphis, Tennessee 38133

UNRESTRICTED OR SET-ASIDE FOR:

SMALL BUSINESS EMERGING SMALL

BUSINESS

HUBZONE SMALL 8(A)

BUSINESS

SERVICE-DISABLED VETERAN-

OWNED SMALL BUSINESS

NAICS: 484220

SIZE

STANDARD:

$30 million

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

See Schedule

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

RFQ IFB RFP

15. DELIVER TO CODE 16. ADMINISTERED BY CODE

USDA, AMS, Cotton & Tobacco Program Corpus Christi Classing Office 3545 Twin River Boulevard Corpus Christi, TX 78410

See Block 9

17a. CONTRACTOR/OFFEROR CODE FACILITY 18a. PAYMENT WILL BE MADE BY CODE USDA, Office of Finance and Management

National Finance Center PO Box 60075 New Orleans, LA 70160

TELEPHONE NO.

17b. CHECK IF REMITTANCE ADDRESS IS DEFFERENT AND PUT SUCH ADDRESS IN OFFER.

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED

SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

01A

BASE YEAR: July 1, 2022 through June 30, 2023 Sample Hauling Services – Corpus Christi Bundled Route

BASE YEAR: FUEL Price

TOTAL PRICE PER MILE for BASE YEAR Line 01 + Line 01A)

79,840 Estimated

79,840 Estimated

79,840 Estimated

BG

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED.

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED.

ADDENDA ARE ARE NOT ATTACHED.

ADDENDA ARE ARE NOT ATTACHED.

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN __1__ COPY TO ISSUING

OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH OR

OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND

CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REF. OFFER DATED. YOUR OFFER ON SOLICITATION (BLOCK

5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS TO

ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (Type or Print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or Print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 3/2005)

Prescribed by GSA - FAR (48 CFR) 53.212

SF-1449 CONTINUATION

Schedule of Items Continuation

Item Estimated Unit No. Schedule of Supplies/Services Qty. Unit Price Amount

02 Option Period I: July 1, 2023 through June 30, 2024 79,840 Miles _____ ________

02A Option Period I: FUEL PRICE 79,840 Miles _____ ________

TOTAL PRICE PER MILE for Option Year I: 79,840 Miles _____ ________ (Line 02 + Line 02A)

03 Option Period II: July 1, 2024 through June 30, 2025 79,840 Miles _____ _________

03A Option Period II: FUEL PRICE 79,840 Miles _____ _________

TOTAL PRICE PER MILE for Option Year II: 79,840 Miles _____ _________ (Line 03 + Line 03A)

04 Option Period III: July 1, 2025 through June 30, 2026 79,840 Miles _____ _________

04A Option Period III: FUEL PRICE 79,840 Miles _____ _________

TOTAL PRICE PER MILE for Option Year III: 79,840 Miles _____ _________ (Line 04 + Line 04A)

05 Option Period IV: July 1, 2026 through June 30, 2027 79,840 Miles _____ _________

05A Option Period IV: FUEL PRICE 79,840 Miles _____ _________

TOTAL PRICE PER MILE for Option Year IV: 79,840 Miles _____ _________ (Line 05 + Line 05A)

06 Option Period V: July 1, 2027 through June 30, 2028 79,840 Miles _____ _________

06A Option Period V: FUEL PRICE 79,840 Miles _____ _________

TOTAL PRICE PER MILE for Option Year V: 79,840 Miles _____ _________ (Line 06 + Line 06A)

07 Option Period Vi: July 1, 2028 through June 30, 2029 79,840 Miles _____ _________

Sample Hauling Services – Corpus Christi Bundled Route

07A Option Period VI: FUEL PRICE 79,840 Miles _____ _________

TOTAL PRICE PER MILE for Option Year VI: 79,840 Miles _____ _________ (Line 07 + Line 07A)

08 Option Period VII: July 1, 2029 through June 30, 2030 79,840 Mile _____ _________

08A Option Period VII: FUEL PRICE 79,840 Miles _____ _________

TOTAL PRICE PER MILE for Option Year VII: 79,840 Miles _____ _________ (Line 08 + Line 08A)

09 Option Period VIII: July 1, 2030 through June 30, 2031 79,840 Miles _____ _________

09A Option Period VIII: FUEL PRICE 79,840 Miles _____ _________

TOTAL PRICE PER MILE for Option Year VIII: 79,840 Miles _____ _________ (Line 09 + Line 09A)

10 Option Period IX: July 1, 2031 through June 30, 2032 79,840 Miles _____ _________

10A Option Period IX: FUEL PRICE 79,840 Miles _____ _________

TOTAL PRICE PER MILE for Option Year IX: 79,840 Miles _____ _________ (Line 10 + Line 10A)

Offeror Notes:

A. TYPE OF CONTRACT:

This will be a firm-fixed price contract with economic price adjustment indefinite delivery indefinite quantity (IDIQ) contract for sample hauling services.

B. FUEL PRICE:

Because the price of fuel is so volatile, the USDA is asking that the price per mile be broken down into two separate line items so that an economic price adjustment for fuel can be made in Option Years I through IX. The first line item is for the cost per mile excluding that portion that may be attributed to fuel. The second line item is the price for fuel that contributes to the overall cost per mile. The offeror’s proposal must include the type of fuel used (i.e., diesel, regular unleaded, etc.) and the current price per gallon for fuel that was used to establish the FUEL PRICE for the second line item. This price must be shown for the Base Year and Option Year I through IX. AN ECONOMIC PRICE ADJUSTMENT FOR FUEL WILL ONLY BE GIVEN FOR OPTION YEARS I THROUGH

IX.

BASE Year Fuel Price: _________ Type of Fuel:_______________

Option Year I Fuel Price:____________ Type of Fuel:_______________

Option Year II Fuel Price:_____________ Type of Fuel:_______________

Option Year III Fuel Price:_____________ Type of Fuel:_______________

Option Year IV Fuel Price:_____________ Type of Fuel:_______________

Option Year V Fuel Price:____________ Type of Fuel:_______________

Option Year VI Fuel Price:_____________ Type of Fuel:_______________

Option Year VII Fuel Price:_____________ Type of Fuel:_______________

Option Year VIII Fuel Price:_____________ Type of Fuel:_______________

Option Year IX Fuel Price:_____________ Type of Fuel:_______________

C. FUEL PRICE ADJUSTMENT:

The USDA will use data from the Department of Energy website, https://www.eia.gov/petroleum/gasdiesel/, to determine the average weekly price of fuel for the sample hauling route, as of June 1. USDA will then negotiate an increase in fuel if the average fuel price has increased more than the price stated above for Option Years I through IX.

For example, Option Year I fuel price was based on $4.25 per gallon for diesel fuel. The DOE website shows that the weekly price for fuel as of June 1 is $4.95 per gallon. USDA will negotiate and adjustment for the FUEL Price because of the increase in fuel prices.

D. ESTIMATED MILEAGE:

The miles stated in the RFP are estimated. Mileage can change each year if a gin or warehouse closes or should a new gin or warehouse be added. Mileage will be updated when each Option Year is exercised. The estimated mileage stated at initial contract award is not guaranteed for each option period.

https://www.eia.gov/petroleum/gasdiesel/

SPECIFICATIONS FOR COTTON SAMPLE HAULING SERVICES

CORPUS CHRISTI COTTON CLASSING OFFICE

BUNDLE ROUTES #1-3

Mileage Based Contract

C.1 BACKGROUND:

Agricultural Marketing Service (AMS), Cotton and Tobacco Program (CTP), Grading Division (GD), supports the orderly and efficient marketing of U.S. cotton, domestically and internationally, by providing unbiased classification, standardization, market news and oversight of the research and promotion programs.

The USDA, AMS, CTP operates High Volume Instruments (HVI) to electronically classify cotton samples (each approximately 8 ounces) that are taken from full bales (500 pounds) at gin locations and transported to designated testing laboratories operated by the CT.

Under current testing procedures an individual places samples in designated locations on the HVI to test fiber length, strength, uniformity, micronaire, color and trash content. These instruments are solely relied upon by USDA and the domestic and international cotton industries to provide accurate and timely classification data for the marketing stream. The resulting data is transmitted in real time, as samples are tested, to mainframe computers and made available to owners or agents of the cotton all over the world. CT is considered the world’s leader in HVI testing and tests virtually every bale of cotton grown in the U.S. each year (approximately 15-18 million samples on average in a typical year) so speed, accuracy and efficiency are key components of the CT operation in each of its ten testing locations across the Cotton Belt (cotton producing states across the United States).

C.2 SCOPE:

The government requires contractor services for transporting sacks of cotton samples from gins and warehouses at points shown in the attached specifications/maps to the U. S. Department of Agriculture, Agricultural Marketing Service, Cotton and Tobacco Program (CTP), Corpus Christi Classing Office, 3545 Twin River Blvd., Corpus Christi, TX 78410. The contractor shall furnish all necessary labor, tools, truck(s) and equipment in accordance with these specifications, general provisions, and all other conditions of this Request for Proposal necessary for transporting of sacks of cotton samples.

C.3 TASKS:

The Contractor is responsible for completing the tasks described below.

C.3.1 PICK-UP AND DELIVERY POINTS:

Contractor shall furnish all necessary labor for loading sacks of cotton samples at pick-up points shown on the route maps. Sacks of cotton samples will be picked up from warehouses and/or gins in the Corpus Christi Classing Office territory as listed on the route map attached to this specification.

Contractor shall furnish all necessary labor for unloading sacks of cotton samples at delivery point. The sacks of cotton samples will be delivered to the Corpus Christi Classing Office, Corpus Christi, Texas, or to a storage facility close to the classing office as designated by the Area Director. The contractor shall provide all labor for the unloading of sacks as determined by the Area Director.

C.3.2 COTTON SAMPLE SACKS:

The size of the sacks will be approximately 29" by 42". Most sacks will weigh between 20 and 50 pounds when completely filled with cotton samples. The CTP requires licensed sampling agents to place samples in the sacks as tightly as possible in order to maintain sample identity and integrity. Therefore, the number of samples within the sacks can vary considerably by pick-up point due to sample size and techniques utilized to roll samples in the sacks. All hauling services for sacks will be at the direction of the local point of contact, Ben Robles in the Corpus Christi Classing Office under the direction of the Contracting Officer’s Representative (COR).

C.3.3 RETURN COTTON SAMPLE SACKS:

The contractor may be required to return bundles of empty cotton sample sacks to sampling agents. The empty sacks will be rolled and/or sacked. If the contractor is required to return bundles of empty sacks, the contractor will be paid for each bundle at the same rate (per mile rate) as the accepted quotation price. Initial delivery and much of the re-supply of sacks to sampling agents will be handled by Classing Office personnel on their visits to sampling agents.

C.3.4 VERIFICATION OF DAILY MILEAGE AND NUMBER OF SACKS PICKED

UP & DELIVERED:

A form to be used for the verification of the daily mileage and the number of sacks of cotton samples picked up and delivered to the Corpus Christi Classing Office or storage facility will be furnished to the contractor by the Area Director prior to commencement of this contract.

Complete instructions for completing the form will be furnished to the contractor and one copy of each completed form must be attached to the contractor's invoice when submitted for payment.

C.4 PERIOD OF PERFORMANCE:

Sample hauling services are required for the cotton harvest seasons. This time period could vary depending on the location of the services and the duration of the cotton harvest. Based on prior years, the season usually starts on or about July 25th and ends on or about November 25th.

However, services will be ordered as needed, and the equipment must be available at any time during the cotton harvest season.

C.4.1 CONTRACTOR NOTIFICATION OF WHEN SERVICES ARE REQUIRED:

The contractor will be notified by phone or in writing by the Area Director of the exact dates to begin the required services. This notification shall be given at least two (2) days in advance of the date of commencement of services. Pick-up service will be initiated upon the request of the Area Director in the Corpus Christi Classing Office. This may require services on a less frequent basis than daily at the onset and end of the ginning season. Should the harvest be interrupted by an extended period of inclement weather, making daily pick up/delivery impractical, services may be rescheduled as approved by the Area Director after consultation with the COR. Termination or rescheduling of this service shall also occur when the pickup locations are nonoperational.

C.4.2 DAILY SERVICS AND PEAK SEASON SCHEDULE:

Upon notification from the Area Director that daily deliveries are required, the contractor shall transport sacks of cotton samples daily, Monday through Sunday, as directed by the Area Director or their designee. Once the sample sack pickups have been completed, daily deliveries to the classing office are required unless approved by the Area Director or their designee to do differently in advance. Heavy harvesting will generally take place during a twelve-week period approximately from August 01st to October 31st. Approximate dates shown may change due to variations of weather, crop conditions, or other factors outside the control of the parties to this contract.

C.5 CONTRACTOR'S LIABILITY:

Extreme care must be exercised in handling sacks of cotton samples. The sacks shall in no case be opened. The contractor shall be responsible for safeguarding all sacks of cotton samples while in his/her possession or care. He/She shall use all reasonable care in the protection of the sacks and shall be liable to the government for loss or damage to the contents of the sacks. The contractor shall assume full responsibility for all damages or injury to persons or property that may occur in connection with performance of the services. He/She shall take reasonable steps to prevent injury or damage to persons or property in the performance of this contract. He/She shall not commit or permit any act which will interfere with the performance of the duties of the government employees at the shipping or receiving points.

There shall be no use of alcoholic beverages, illegal drugs, or illegal substances by any persons performing pickup, hauling, or delivery of sacks of cotton samples under the terms of this contract.

Weapons shall not be carried on government property or during performance of the contract.

Violation of these prohibitions shall result in termination of the contract.

C.6 EQUIPMENT:

The contractor shall, on request of the Area Director, furnish proof that equipment, vehicles and/or trucks, are reliable and of sufficient capacity in the opinion of the Area Director to fulfill terms of this agreement. If the contractor plans to rent vehicles and/or trucks to perform hauling services, the contractor shall provide the Area Director proof of an agreement that has been established for vehicles and/or trucks between the contractor and a rental company. The contractor shall furnish the Area Director proof of equipment and/or proof of a rental agreement by July 01 of each contracted year. Lack of such proof to the satisfaction of the Area Director and the COR will be sufficient grounds to disqualify contractor or terminate the contract at any time. Vehicles used by the contractor shall be enclosed to protect sacks from adverse weather conditions and from possible loss. Contractor must furnish a contact address and telephone number available for notification of special situations or problems that may occur during workdays prescribed. The contractor must provide the driver(s) of the truck(s) with a cellular phone at all times while picking up sacks on the contract route.

C.7 LICENSES AND INSURANCE

The contractor shall be a commercially licensed and fully insured carrier (To cover replacement of the cargo - cotton samples and sacks. The minimum cargo insurance coverage must be $100,000 or an amount high enough that would cover the loss of cargo based on the trucks capacity) and comply with all applicable state and local ordinances. Prior to written confirmation of the contract award, the contractor shall furnish the Area Director a copy of the insurance certificate. This certificate must be received by the Area Director by July 01 of each contracted year. Failure to provide the insurance certification within the specified time will result in cancellation of the contract.

Contractor shall also provide the Area Director a signed statement from the contractor's insurance company stating that the Area Director will be notified, in writing, by the insurance company of any changes in insurance during the life of this hauling contract within 5 business days of the change. This statement is also required by July 01 of each contracted year.

Failure to comply with this requirement will result in cancellation of the contract.

C.8 INVOICES:

Itemized invoices prepared by the contractor for services rendered must be submitted after the 15th of each month for the period of 1st through the 15th. Another invoice for the period of 16th through the end of each month will be submitted after the last day of the month. The invoices will be sent to the Area Director for review to ensure the accuracy of the invoice prior to payment submittal. The Area Director will verify invoice within three working days of invoice receipt. Any discrepancies will be discussed with the contractor and resolved before invoices are submitted for payment.

After verification by the Area Director, the vendor shall enter the invoice for payment using IPP (Invoice Processing Platform). Each contractor must register with IPP at www.ipp.gov as a vendor prior to submitting invoices for payment.

(This contract will be paid based on the per mile rate submitted for performing the duties of picking up cotton sacks.)

C.9 PAYMENT TERMS:

Payment for services invoiced shall be made by the government within thirty (30) days of receipt of the invoice by the Area Director. The terms of the Prompt Payment Act are not applicable to invoices submitted under this contract.

C.10 IMPORTANT NOTICE:

The contractor will not accept any instructions issued by any person other than the COR or the Area Director acting within the limits of the delegated authority.

No information other than that which may be contained in an authorized amendment to this contract will be considered as grounds for deviation from any stipulation of this contract or referenced drawings and/or specifications. No modifications will be made to the agreed upon terms of the contract. Offerors should take unknown and uncontrollable variations of the business climate into consideration prior to submitting a proposal. The number of miles estimated is the best estimate based on current information for the 2022/2023 crop.

Between the time of the advertisement and commencement of services some pick up points may not operate due to crop reductions, yields, and growing conditions while additional ones may be added should favorable production elements exist.

As it is impossible to determine the exact mileage that will be required during the contract period, the contractor will be required to deliver all services that may be ordered during the contract term. The fact that mileage is estimated shall not relieve the contractor from filling all orders placed under the contract to the extent of his/ her obligation. Example:

CONTRACTOR WILL ONLY BE PAID FOR ACTUAL MILEAGE. IF ACUTAL

MILEAGE IS LESS THAN THE ESTIMATED MILES, THEN YOU WILL ONLY BE

PAID FOR ACTUAL MILEAGE. IF THE ACTUAL MILEAGE EXCEEDS

ESTIMATED MILES THE GOVERNMENT WILL ADJUST TO ACTUAL MILEAGE.

C.11 POINTS OF CONTACT:

Contracting Officer:

Beverly S. Brown USDA, AMS, Cotton and Tobacco Program 3275 Appling Road Memphis, Tennessee 38133 Email: BeverlyS.Brown@usda.gov Phone: 540-361-1126 mailto:BeverlyS.Brown@usda.gov

Contracting Officer’s Representative:

Ray Scroggins USDA, AMS, Cotton and Tobacco Program 3275 Appling Road Room 2 Memphis, TN 38133 Email: Ray.Scroggins@usda.gov Phone: 901-384-3010

Area Director:

Ben Robles 3545 Twin River Blvd.

Corpus Christi, Texas 78410 Email: Ben.Robles@usda.gov Phone: (361) 241-4001

C.12 ATTACHMENTS (SEE SECTION E)

The Department of Labor prevailing wage rates for Corpus Christi, Texas are attached and are hereby incorporated and made a part of this Request for Proposal.

Attached is a list of the pickup points on these routes with the estimated (daily or annual) number of miles for each point, a map showing each pick-up location and the best estimate of total miles for the routes though the total for the routes may be more or less for the 2022/2023 season.

mailto:Ray.Scroggins@usda.gov mailto:Ben.Robles@usda.gov

Clauses

D.1 FAR 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (Nov 2021)

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

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

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

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. 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 Federal Acquisition Regulation (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 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_233_1 https://www.acquisition.gov/far/part-52#FAR_52_202_1 occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice;

and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232- 34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

https://www.acquisition.gov/far/part-52#FAR_52_232_33 https://www.acquisition.gov/far/part-52#FAR_52_232_34 https://www.acquisition.gov/far/part-52#FAR_52_232_34

(2) Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C.3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.-

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act ( 31 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_212_5

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

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

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

33.211 if–

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

https://www.acquisition.gov/far/part-32#FAR_32_608_2

(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:

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

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(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)

D.2 FAR 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders—Commercial Products and Commercial Services (Jan 2022)

(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 products and commercial services:

(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 (Nov 2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Nov 2021) (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).

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(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 products and commercial services:

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 2402).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act 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).

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

__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Nov 2021) ( 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) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Sep 2021) ( 15 U.S.C. 657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Sep 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

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__ (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.

__ (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 (Nov 2021) ( 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 (Sep 2021) of 52.219-9.

__ (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.

X__ (19) 52.219-14, Limitations on Subcontracting (Sep 2021) ( 15 U.S.C. 637s).

X__ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set- Aside (Sep 2021) ( 15 U.S.C. 657f).

X__ (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Sep 2021) ( 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 (Sep 2021) ( 15 U.S.C. 637(m)).

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__ (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 (Sep 2021) ( 15 U.S.C. 637(m)).

__ (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 (Sep 2021) ( 15U.S.C. 637(a)(17)).

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

__ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2022) (E.O.13126).

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

__ (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).

__ (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 (Nov 2021) ( 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 (Nov 2021) . (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

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