12FPC423Q0024 RFQ SAM.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

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

OFFEROR

FPAC-HQ-12FPC4

denise.steel@usda.gov Eastern Section USDA FPAC Business Center

DASO-OCIO-ITS-6467 CODE 16. ADMINISTERED BYCODE

X

X

X

541620

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED ORFPAC-HQ-12FPC4

REQUEST FOR

PROPOSAL

(RFP)

INVITATION

FOR BID (IFB)

10. THIS ACQUISITION ISCODE

REQUEST FOR

QUOTE (RFQ)

14. METHOD OF SOLICITATION

13b. RATING

NORTH AMERICAN INDUSTRY

CLASSIFICATION STANDARD

(NAICS):

SMALL BUSINESS

07/07/2023 1300 ET

06/13/2023

719-299-0838DENISE STEEL

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

12FPC423Q0024

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 22 1089850OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

SAN JUAN PR 918

654 MUNOZ RIVERA AVE STE 604

CARIBBEAN AREA USDA STATE OFFICES

15. DELIVER TO

denise.steel@usda.gov Eastern Section

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$19

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

ISSUE DATE

DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS

BLOCK IS MARKED

11.

SEE SCHEDULEX

12. DISCOUNT TERMS THIS CONTRACT IS A RATED

ORDER UNDER THE DEFENSE

PRIORITIES AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

8(A)

USDA FPAC Business Center

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

This is a request for quote per the attached RFQ and SOW plus additional attachments.

Please read all instructions carefully.

Delivery: 90 Days After Receipt Of Order Period of Performance: 07/14/2023 to 07/13/2028

0001 Phase 1A Archival Review/1B Archeological Investigations for cultural resources and historic preservation compliance on projects throughout NRCS Caribbean Area.

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

HEREIN, IS ACCEPTED AS TO ITEMS:

X

DATED

OKSANA STREKHA

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

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

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Government Use Only)

OFFER

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT: REFERENCE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 11/2021) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Contracting POC:

Denise Steel, denise.steel@usda.gov

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

22 2 of

(i) This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued.

(ii) This solicitation number RFQ #12FPC423Q0024 is issued as a request for quote (RFQ), and the acquisition procedures at FAR Part 13 are being utilized. The Government anticipates that this solicitation may result in the award of multiple, Firm-Fixed-Price (FFP), Blanket Purchase Agreement(s) (BPAs) to the responsible offeror(s) whose quote conforming to the solicitation will be most advantageous to the Government, lowest priced technically acceptable offer. The government retains the right to issue more than one award, or no awards based on this solicitation.

(iii) This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2023-04 effective June 2, 2023, which can be found at http://www.acquisition.gov/far/index.html.

(iv) This is a 100% set aside for Small Business, The applicable NAICS code is 541620

Environmental Consulting Services, which has a size standard of $19 mil. For more information on size standards visit http://www.sba.gov/size .

(v) Contract Line-Item Numbers.

The line items are as detailed in Attachment 2 Pricing Schedule.

(vi) Description of Requirement. The United States Department of Agriculture (USDA) Farm Production and Conservation Business Center’s (FPAC-BC) Natural Resources Conservation Service Caribbean Area (Puerto Rico & U.S. Virgin Islands) has a need for Phase 1A Archival Review and 1B Archeological Investigations.

The objective of this Blanket Purchase Agreement (BPA) is to obtain services for cultural resources and historic preservation compliance on projects throughout Delaware. The contractor shall provide all personnel, equipment, tools, materials, supervision, and other items and services necessary to perform the work as defined by this requirement.

USDA NRCS Delaware State Office anticipates that the Contractor will provide the technical expertise required under 54 United States Code (U.S.C) Section 306108 of the National Historic Preservation Act to make a recommendation for review and comment by the State Historic Preservation Officer (SHPO), the American Indian Tribes/ Bands/ Nations/ Communities, and the Tribal Historic Preservation Officers (THPO) when appropriate.

The Contractor will be required to provide the following products:

A. Phase 1A (Archival Review) The Contractor will do archival reviews for Cultural Resources Investigations and will provide recommendations of effect or no effect of cultural resources for all projects referred to the contractor.

B. Phase 1B (Archeological Field Investigations) Should archival research determine that cultural resources may be impacted the contractor will conduct a field investigation based on http://www.sba.gov/size and approved scope of work from SHPO and the field investigation will be coordinated with the Cultural Resources Coordinator (CRC).

Work is to be performed in accordance with the Terms, Conditions and Clauses, Statement of Work (Attachment 1).

Each individual BPA call will have a unique property requirement to be specific on the call.

There are 4 attachment(s) to the RFQ:

1. Attachment 1 – Statement of Work

2. Attachment 2 – Price Schedule

3. Attachment 3 – NRCS National CR Procedures Handbook

4. Attachment 4 - PPA PR NRCS & PR SHPO Appendix B

(vii) Period of Performance. The period of performance for this BPA is five (5) years from the date of award, subject to annual review/parties right to terminate.

(viii) The provision at 52.212-1, Instructions to Offerors—Commercial Products and Commercial Services (Mar 2023) applies to this acquisition. The following addenda also apply.

(i) Questions must include the RFQ #12FPC423Q0024 and MUST be submitted via email to denise.steel@usda.gov no later than 1:00PM ET on Thursday, June 22, 2023. Please be advised that the Government reserves the right to transmit those questions and answers of a common interest to all prospective Offerors.

(ii) Quotes in response to the RFQ MUST be submitted via email with the title RFQ# 12FPC423Q0024 to denise.steel@usda.gov no later than 1:00 PM ET on Friday, July 7, 2023.

(iii) Quotes must contain the name, phone number, and e-mail address of the individual to be contacted concerning any matter related to the solicitation. FPAC-BC may, for example, contact that individual to schedule and make arrangements for the vendor’s discussion meetings, if necessary.

(iv) Late quotes will not be accepted.

Include the following information in your Quote:

Unique Entity ID number;

Company Name mailing address, and website address;

Date submitted and Quote expiration date;

Type of Company (i.e., small business, 8(a), woman owned, veteran owned, etc.) as validated via SAM.gov. All offerors must be registered in SAM located at http://www.sam.gov/;

Company Point of Contact, Phone and Email address.

Quotes are to be inclusive of all costs to perform the work required as outlined in the SOW.

Travel, if required, will be negotiated at the call order level under this contract, including all 50 states, possessions and/or territories, may be required if and when the need arises. The Government will provide the Contractor with a minimum of two weeks’ notice for any travel required. The Contractor is responsible for making their own travel reservations and paying the associated costs. All travel requirements (e.g., plans, agenda, itinerary, or dates) shall be pre-mailto:denise.steel@usda.gov mailto:denise.steel@usda.gov http://www.sam.gov/;

approved by the Government and is on a strictly cost reimbursable basis. Costs for travel shall be billed in accordance with the cost principles at Federal Acquisition Regulation section 31.205-46 “Travel Costs” and the Federal Travel Regulation information can be found at https://www.gsa.gov/policy-regulations/regulations/federal-travel-regulation

Vendors who respond to this RFQ acknowledge and agree to all the instructions and procedures described herein.

All Vendors must be registered in the System for Award Management, or SAM prior to award of a Federal Contract. However, due to the need to promptly award a contract after receipt of quotes, registration in SAM, to include completion of the Representations and Certifications, and having a status of “Active” is required BEFORE submitting a quote. For information regarding registration visit www.sam.gov .

Note: Volume 1 and Volume 2 of your quote shall include the following legend on each page:

“Source Selection Information - See FAR 2.101 and 3.104”

(v) Submission Formatting Requirements Quote submissions shall be separated into two parts and formatted as follows:

Volume 1 – Technical Capability Page Limitation:

30 pages maximum applicable to the Technical Quote (cover page not included in the page count)

Page Size: One sided, letter size (8.5” x 11”) Font Size: 11-point font size Font Type: Times New Roman (or other common font) One additional copy of technical quote with company information redacted

Volume 2 – Price Quote Submit in MS Excel (example included in attachments) Page Limitation: None

(vii) Quote Submittal Instructions

Quotes will be evaluated on the factors listed below. Failure to follow the instructions may result in the quote being removed from further consideration for award.

Quoters are cautioned not to include assumptions, caveats, or exceptions within any part of their submission. Inclusion of assumptions, caveats, or exceptions to the requirement of any kind may result in the quote no longer being considered. Quoters should ONLY submit information explicitly requested in this RFQ.

NOTE: Quotes will first be reviewed to ascertain whether they have been submitted in accordance with the instructions for Volume I-Technical Quote and Volume II-Price Quote before being evaluated against the criteria identified below.

https://www.gsa.gov/policy-regulations/regulations/federal-travel-regulation http://www.sam.gov/

VOLUME I-TECHNICAL

The Technical Factors below are listed in descending order of importance. The Technical Factors when combined are of equal importance to price. Price is always evaluated, and price rises in importance when technical merit among the quotes becomes more equal.

The technical quote must be sufficiently detailed to enable the USDA to make a thorough evaluation and to arrive at a sound determination as to whether the quoted efforts meet the requirements of the Statement of Work (SOW) and the quoted approach is valid and practical.

The technical quote must be specific, detailed and complete to clearly demonstrate the vendor has a thorough understanding of the requirements of the scope as outlined in the SOW. Clear evidence of similar work/processes previously demonstrated and currently in place relating to the technical evaluation criteria should be included.

Statements that the vendor understands, can, or will comply with all statements in the SOW, and statements paraphrasing the SOW are considered insufficient. For example, statements such as “standard procedures will be employed,” or well-known techniques will be used,” etc., will be considered insufficient. Elaborate brochures or other presentations beyond that sufficient to present an effective proposal are not desired.

The Technical Quote shall not include any pricing information.

Selection shall be made on a best value basis in accordance with FAR Part 15.

(ix) FAR provision 52.212-2, Evaluation-Commercial Items [applies or does not apply] to this solicitation.

Technical Evaluation Criteria:

Factor 1 – Professional Experience

In this section, the vendor shall prepare a summary statement of corporate experience that discusses how the information provided relates to the subject SOW and how it’s experience will support the USDA under the ensuing contract. The vendor shall demonstrate its technical experience in performing all task areas of the SOW. The vendor’s quote shall include subsections to discuss its demonstrated experience in the following areas:

1. Providing Phase 1A Archival Reviews as outlined in section 3.1 of the SOW.

2. Providing Phase 1B Archeological Investigations/Cultural Resources Investigations as outlined in section 3.2 of the SOW.

3. Performing surveys as outlined in the SOW.

Factor 2 – Management & Key Personnel

In this section, vendor shall demonstrate the quality of its approach to perform the tasks in a timely and efficient manner with respect to schedule, internal and external communication, staffing levels, and staffing capacity to complete the Phase 1A and Phase 1B documentation for multiple projects, potentially simultaneously. The Management Plan shall demonstrate the quality of its proposed personnel, its plan to maintain appropriate staffing and expertise levels that will always ensure continual quality and timeliness in order to complete the projects within the timeframe identified in the SOW.

The contractor shall assign the following key personnel that will perform under the contract: 1).

Principal Investigator; 2). Field Technician(s) and submit the following:

Name and title Whether or not the individual is a current employee If not a current employee, whether the individual has signed a letter of commitment to the vendor Educational degrees, relevant registrations and certifications, and professional association memberships.

Years of relevant work experience in the field Summary of work experience relevant to the SOW

Factor 3 – Past Performance

In this section, the vendors shall provide past performance information on three (3) prior contracts, subcontracts, agreements, or other relevant work for similar in scope, magnitude, and complexity to the requirements in this SOW.

1. Recency: The vendor shall submit past performance completed within the last 3 years.

2. Relevancy: The vendor shall submit past performance information that demonstrates their capacity for executing the work as outlined in the SOW.

The Government intends to make an overall determination of Past Performance based on a review of the following:

Contract Performance Assessment Reporting System (CPARS) Previous contract history

So that the Government may efficiently evaluate and verify the past performance information, the quoter shall include the following information for each example:

Name and Address of Contracting Activity/Organization Contract Number Contract Type Period of Performance Place of Performance Total Contract Value Points of Contact with correct phone numbers, titles, and e-mail addresses to allow the Government to verify information submitted. Provide at least 1 verifiable contracting or technical point of contact. If possible, provide both contracting and technical points of contact. The Quoter shall ensure that information presented for points of contact is accurate and current (i.e. current phone numbers, email addresses).

VOLUME II – PRICE QUOTE

Quoters shall submit a Firm-Fixed Price Quote, utilizing Attachment 2 – Pricing Worksheet, identifying the following:

1) solicitation number;

2) name, email address, address, and telephone number of the vendor;

3) Price for line item per task area; unit, unit quantity, unit price;

4) Sufficient details to analyze the price and make a determination.

B. Basis for Award

(i) The Government will award a contract(s) resulting from this solicitation to the responsible vendor(s) whose quote, conforming to the solicitation, represents the best value to the Government, price and other factors considered. Call orders would request a quote to be provided based on the agreed to rates and labor categories when field investigation is needed.

Call orders for the archival review will be issued under fair opportunity and any subsequent field investigation order would be placed with the successful BPA holder for the archival review.

(ii) The following factors shall be used to evaluate quotes:

(a) Factor 1 – Professional Experience

The vendor’s experience and approach will be evaluated on the demonstrated experience, understanding, knowledge, and ability to perform all task areas of the contract SOW, how its technical capability will be applied under this contract and how its technical capability is beneficial to the Government.

(b) Factor 2 – Management & Key Personnel

The vendor’s Management Plan shall be evaluated on the demonstrated quality of its approach to perform the tasks in a timely and efficient manner with respect to schedule, internal and external communication, staffing levels, and staffing capacity to complete the work required under this contract. The vendor’s Management Plan will be evaluated on the demonstrated capacity to complete, potentially simultaneously, multiple projects across the Caribbean Area, including Puerto Rico and the U.S. Virgin Islands. The vendor’s Management Plan will also be evaluated on the demonstrated quality of its quoted personnel, as well as the quality of its plan to maintain appropriate staffing and expertise levels that will ensure continual quality, timeliness, and cost control at all times.

(c) Factor 3 – Past Performance

The vendor’s Past Performance shall be evaluated on the demonstrated quality of its past performance of contracts, subcontracts, agreements and/or other related work performed during the past three years, which are similar in size, scope, and complexity to this requirement. The Government will evaluate the recency, relevancy, quality, timeliness, cost control, schedule, management, regulatory compliance for the Quoter’s past performance example. In evaluating the past performance example, the Government reserves the right to use data obtained from other sources as well as that provided in the quote. If sufficient information cannot be found within CPARS and if the quoter does not have any previous contract history or other past performance history, the quote will receive a neutral rating.

(d) Factor 4 – Price

Price shall be evaluated by analyzing the total price for the CLIN(s). Price will be evaluated for completeness and reasonableness. Pricing shall include price per archival review (CLIN 0001 each); vendor shall submit the labor categories/rates proposed for the field investigation work (CLIN 0002). The Government will evaluate the proposed cost/prices for the offeror’s proposed labor mix required to complete the services. Cost/price will be evaluated for reasonableness.

All evaluation factors other than price, when combined, are significantly more important than price.

(iii) Rating Criteria

The non-price factors will be evaluated using confidence ratings (Table 1). Factor 3 (Past Performance) will first be evaluated to determine recency and relevancy.

Table 1 – Non-Price Factor Confidence Ratings

Rating Definition

High Confidence

The Government has high confidence that the Vendor understands the requirement, proposes a sound approach, and will be successful in performing the contract with little or no Government intervention.

Some Confidence

The Government has some confidence that the Vendor understands the requirement, proposes a sound approach, and will be successful in performing the contract with some Government intervention.

Low Confidence The Government has low confidence that the Vendor understands the requirement, proposes a sound approach, or will be successful in performing the contract.

(iv) Comparative Evaluation

Upon completion of technical evaluations, the Government may perform a comparative evaluation of the quotations (comparing quoter responses to one another) to select the quotation that is best suited to fulfill the requirements, based on the Quoters’ responses to the criteria outlined in this RFQ and their relative importance. The Government anticipates selecting the best-suited quoter from initial responses, without engaging in exchanges with quoters. Quoters are strongly encouraged to submit their best technical solutions and price in response to this

RFQ.

Once the Government determines the quoter that is the best-suited (i.e., the apparent successful quoter), the Government reserves the right to communicate with only that quoter to address any remaining issues, if necessary, and finalize award with that quoter. These issues may include technical and price. If the parties cannot successfully address any remaining issues, as determined pertinent at the sole discretion of the Government, the Government reserves the right to communicate with the next best-suited quoter based on the original analysis and address any remaining issues. Once the Government has begun communications with the next best-suited quoter, no further communications with the previous quoter will be entertained until after the BPA(s) have been awarded. This process shall continue until an agreement is successfully reached and a task order is awarded.

(v) Option Periods

The option period labor rates will be evaluated as part of the overall price.

(vi) Acceptance of Quote

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

(i) Offerors are required to complete the provision at 52.212-3, Offeror Representations and Certifications—Commercial Items. This must be completed at SAM.gov and the registration in an “Active” status.

(ii) Clauses incorporated by reference:

52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011) 52.204-13 System for Award Management Maintenance (OCT 2018) 52.204-18 Commercial and Government Entity Code Maintenance (AUG 2020) 52.204-19 Incorporation by Reference of Representations and Certifications (DEC 2014) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment (NOV 2021) 52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013) 52.232-40 Providing Accelerated Payments to Small Business Subcontractors (NOV 2021) 52.233-4 Applicable Law for Breach of Contract Claim (OCT 2004) 52.242-15 Stop-Work Order (AUG 1989) 52.252-2 Clauses Incorporated by Reference (FEB 1998)

(iii) The clause at 52.212-4, Contract Terms and Conditions—Commercial Products and Commercial Services (DEC 2022), applies to this acquisition and addenda [are] attached.

(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.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.233-1#FAR_52_233_1

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.-

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

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

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

https://www.acquisition.gov/far/52.202-1#FAR_52_202_1 https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.212-5#FAR_52_212_5

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if–

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C.

2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

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(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.

(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.

(iv) The clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders— Commercial Products and Commercial Service (JUN 2023), applies to this acquisition and the following additional FAR clauses cited in the clause are applicable to this acquisition.

(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) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR

2023) ( 31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) ( 31 U.S.C. 3553).

(7) 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)).

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(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. 4655).

__ (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.)

__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L. 109-282) ( 31 U.S.C. 6101 note).

__ (5) [Reserved].

__ (6) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

__ (8) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of

Division R of Pub. L. 117-328).

X (9) 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).

_X_ (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility

Matters (OCT 2018) ( 41 U.S.C. 2313).

__ (11) [Reserved].

__ (12) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022)

( 15 U.S.C. 657a).

__ (13) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns

(OCT 2022) (if the offeror elects to waive the preference, it shall so indicate in its offer) ( 15 U.S.C. 657a).

__ (14) [Reserved] _X_ (15)

(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.

__ (16)

(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.

__ (17) 52.219-8, Utilization of Small Business Concerns (OCT 2022) ( 15 U.S.C. 637(d)(2) and (3)).

__ (18)

(i) 52.219-9, Small Business Subcontracting Plan (OCT 2022) ( 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.

__ (19)

(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.

__ (20) 52.219-14, Limitations on Subcontracting (OCT 2022) ( 15 U.S.C. 637s).

__ (21) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP

2021) ( 15 U.S.C. 637(d)(4)(F)(i)).

https://www.acquisition.gov/far/52.203-6#FAR_52_203_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.govinfo.gov/link/uscode/10/4655 https://www.acquisition.gov/far/52.203-13#FAR_52_203_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.203-15#FAR_52_203_15 https://www.acquisition.gov/far/52.204-10#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.204-14#FAR_52_204_14 https://www.acquisition.gov/far/52.204-15#FAR_52_204_15 https://www.acquisition.gov/far/52.204-27#FAR_52_204_27 https://www.acquisition.gov/far/52.209-6#FAR_52_209_6 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/52.209-9#FAR_52_209_9 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim https://www.acquisition.gov/far/52.219-3#FAR_52_219_3 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section637a&num=0&edition=prelim https://www.acquisition.gov/far/52.219-4#FAR_52_219_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-6#FAR_52_219_6 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-7#FAR_52_219_7 https://www.acquisition.gov/far/52.219-8#FAR_52_219_8 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-9#FAR_52_219_9 https://www.acquisition.gov/far/52.219-13#FAR_52_219_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-13#FAR_52_219_13 https://www.acquisition.gov/far/52.219-14#FAR_52_219_14 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/52.219-16#FAR_52_219_16

__ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) ( 15 U.S.C. 657f).

_X_ (23)

(i) 52.219-28, Post Award Small Business Program Rerepresentation (MAR

2023)( 15 U.S.C. 632(a)(2)).

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

__ (24) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (OCT 2022) ( 15 U.S.C. 637(m)).

__ (25) 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 (OCT 2022) ( 15 U.S.C. 637(m)).

__ (26) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) ( 15 U.S.C. 644(r)).

__ (27) 52.219-33, Nonmanufacturer Rule (SEP 2021) ( 15U.S.C. 637(a)(17)).

_X_ (28) 52.222-3, Convict Labor (JUN 2003) (E.O.11755).

_X_ (29) 52.222-19, Child…