RFQ_19MX9025Q0012.pdf

U.S. Embassy Mexico City.

Date: April 23 2025.

Dear Prospective Quoter:

Subject: Request for Quotations number 19MX9025Q0012

Enclosed is a Request for Quotations (RFQ) 19MX9025Q0012 for one performance locker gym to be installed in Queretaro, Mexico. If you would like to submit quotation, follow the instructions in Section 3 of the solicitation, complete the required portions of the attached document, and submit it to the address shown on the Standard Form 1449 that follows this letter.

The U.S. Government intends to award a contract/purchase order to the responsible company submitting an acceptable offer at the lowest price. We intend to award a contract/purchase order based on initial quotations, without holding discussions, although we may hold discussions with companies in the competitive range if there is a need to do so.

Quotations are due by May 07, 2025 no later than 16:00 hours (Mexico City Time).

No quotations will be accepted after this time. Proposals must be in English and incomplete proposals will not be accepted.

Your quotation must be submitted electronically to mexicocityinlprocurement@groups.state.gov . It is important to make sure the submission is made in specific size and format; in MS-Word 2007/2010 or MS- Excel 2007/2010 or Adobe Acrobat (pdf) file format. The file size must not exceed 30MB. If the file size should exceed the 30MB, the submission must be made in separate files and attached to separate emails with less than 30MB each.

In order for a quotation to be considered, you must also complete and submit the following:

1. SF-1449

2. Section I, Pricing

3. Section 5 Representations and Certifications

4. Additional information as required in Section 3

6. Proof of SAM Registration

7. Delivery/Importation Plan (if applicable)

Offerors shall be registered in the SAM (System for Award Management) database at https://www.sam.gov prior to submittal of their offer/proposal as prescribed under FAR 4.1102. Failure to be registered at time of proposal submission may deem the offeror’s proposal to be considered non-responsible and no further consideration will be given. Therefore, offerors are highly encouraged to register immediately if they are interested in submitting a response to this requirement.

Sincerely, Mara Granados INL Procurement Agent Mara Granados

X

05/07/2025

SBU - CONTRACTING AND ACQUISITIONS

001 Performance Locker Gym 1 Ea

002 Transportation / offloading 1 Ea

003 Installation Services 1 Jb

SBU - CONTRACTING AND ACQUISITIONS

RFQ number 19MX9025Q0012

UNCLASSIFIED

TABLE OF CONTENTS

Section 1 - The Schedule

Standard Form 1449 (SF-1449), “Request for Quotations” Continuation To SF-1449, RFQ Number 19MX9025Q0012

Section 2 - Contract Clauses

Section 3 - Solicitation Provisions

Section 4 – Evaluation Factors

Section 5 - Representations and Certifications

Attachment A_NDAA format to be signed and returned as part of the proposal

Attachment B_ Payment registration form MXP

Attachment C Payment registration form USD

Attachment D_ Certification Regarding Compliance with applicable Federal Anti-Discrimination Law

SECTION 1 – THE SCHEDULE

Continuation to SF-1449, RFQ Number 19MX9025Q0012 Schedule, Block 19

1.0 TYPE OF CONTRACT

This is a firm-fixed- price (FFP) purchase order payable entirely in Mexican pesos (MXP) for Mexican firms and US dollars (USD) for US firms. The price includes all direct and indirect costs, overhead, general, and administrative expense, profit, shipping/delivery charges, insurance, assembly, etc. The price will not be subject to adjustment after award. No additional sums will be payable for any escalation in the cost of materials, equipment, or labor, or because of the Contractor's failure to properly estimate or accurately predict the cost or difficulty of completing the contract. The Government will not adjust the contract price due to fluctuations in the cost of contract performance or due to fluctuations in exchange rates.

2.0 PRICES

Line # Description QTY Unit Price Total Amount

001 Performance locker container gym 1 Each

002 Transportation/ offloading 1 Each

003 Installation services 1 Job

Subtotal

VAT

Grand Total

3.0 VALUE ADDED TAX.

VALUE ADDED TAX. Value Added Tax (VAT) is not included in the CLIN rates. Instead, it will be priced as a separate Line Item in the contract and on Invoices. Local law dictates the portion of the contract price that is subject to VAT; this percentage is multiplied only against that portion. If applicable

4.0 REQUIRED PRODUCTS / SERVICES

One (1) performance locker container gym with the specifications detailed below. All items must be new, unopened, and must meet or exceed the requested specifications.

The Contractor must also provide transportation, full offload, and installation services.

Technical specifications performance locker container gym:

Built on a military-grade ISO 40’ shipping container Designed to train up to 120 people Freestanding with adjustable footpads Integrated, lockable storage

Inside and outside weatherproof (hot dip galvanized to American Standard ASTM A 123/A 123M) Powder coated to American standard ASTM D7803 Side mounted brackets with waterproof sealing around them Fabricated with steel of 3” x 3” thickness, 7-gauge, grade S235 or A283C Features two roll-up doors Freestanding. Should not exceed a grade of 4” over 40’ Rigs must connect to external wall of the container for stability / safety The inside of the training container has storage racks for the external functional training rig and included fitness equipment.

Adjustable leg height: Both self-adjusting and manual Stainless steel “Ace” bars Lifetime warranty Dimensions: 40´ (L) x 8´(W). 320 sq. ft Total weight: 16, 775 lbs.

Color will be defined after award

INTEGRATED STORAGE

25 vertical plate storage 4 push pop inner 2 barbell and hex bar storage 3 Four-shelf storage

EXTERNAL RIG CHARACTERISTICS

The training rig attached to the outside of the container incorporates the following features:

36 external pull-up stations Nine squat stations (Must attach to the side walls of the container and legs must touch the ground for safety and stability purposes) Four 45-degree, 9’ climbing wing/muscle-up bars The 4 x 9’ climbing wings/muscle-up bars Locker must have external training racks anchored to the outside of the Container. The training racks must have a horizontal bar connecting the vertical legs of the rack, and a climbing wing above One 12’ rope climb tower Four dip bar attachments Four landmine attachments Two wall ball targets Four battling rope hooks Eight j-cups sets

MUST INCLUDE THE FOLLOWING EQUIPMENT

One climbing rope Four medicine balls, 10lb (9” diameter) Three medicine balls, 14lb (14” diameter) Three medicine balls, 20lb (14” diameter) Six kettlebells 12 kg Eight kettlebells 18kg Six kettlebells 24 kg Eight Olympic lifting bars 20kg 12 10-lb bumper plates (pair) 12 15-lb bumper plates (pair) 12 25-lb bumper plates (pair) 13 45-lb bumper plates (pair) Four adjustable benches Eight bar collars Four hex bars

Four hex bar collars Six chalk bags Four battling ropes Eight mobility bands - light Eight mobility bands – heavy Eight lacrosse balls Eight foam roller/sticks Two agility cones (sets of 20) Eight jump ropes Four drag sleds

When submitting its proposal, the Contractor must include the technical specifications sheet of the item and include color photographs. The proposal must also include a detailed Delivery Plan, outlining the procedures and strategy that will be used for procuring, transporting, and delivering the performance locker to the end user.

5.0 PLACE OF PERFORMANCE / DELIVERY DATE

Contractor must transport, unload, deliver and install the items described no later than 120 business days

Delivery will take place Monday – Friday, from 8:00 to 17:00 hours. The Contractor must coordinate with INL Mexico to obtain access to La Muralla.

The performance locker container gym must be direct delivered in accordance with contract specifications to the following address:

FGR “La Muralla” Justice and Synthetic Drug Training Academy.

Carretera Federal #120, kilometro 6.5, Tramo Galindo-Amealco, C.P. 76820 Municipio de San Juan del Río, Querétaro.

6.0 DELIVERY AND LOGISTICS

1. The items being acquired will be donated to the Government of Mexico (GOM). No item can be delivered without previous authorization and coordination with the INL Mexico Logistics team. Once the Contractor gets written approval, a specific delivery date will be established and an INL representative must be present, unless otherwise authorized. Partial deliveries are not

2. The Contractor must ensure that all items are prepared for safe shipment and include one copy of the packing list and the commercial invoice with the shipment, attached to the outside of each item/box. All shipping documents and other delivery information shall be submitted to the INL Mexico Logistics email: mexicocityinllogistics@groups.state.gov.

3. The Contractor is responsible for locking and bracing the locker for safe transportation and assure it arrives in optimal conditions. The Contractor upon notification must replace any item or component that gets lost or damaged during the transportation and/or handling.

4. The Contractor must provide a 15k-20k forklift to unload the performance locker at La Muralla. During delivery, the Contractor must follow FGR instructions to unload the performance locker. INL will provide the point of contact at location once the contract is awarded.

5. Five business days before the delivery date the Contractor must provide a detailed bill of materials, in English and Spanish, to the following address: mexicocityinllogistics@groups.state.gov to be verified and ratified by the INL Mexico Logistics team. The bill of materials must include at minimum: item description, name of manufacturer, serial number (if applicable), delivered quantity, volume and dimensions, unit price, extended price, and warranty beginning and

6. The Contractor must deliver the project close-out documentation, in English and Spanish, no later than five business days after the performance locker is delivered and installed at La Muralla. Close-out documentation must include, at a minimum: user manuals in Spanish, maintenance plan (if applicable), warranty conditions and validity period, and technical support contact information

7.0 INSPECTION AND ACCEPTANCE

Vendor must wait to receive INL Logistics confirmation before delivering and equipment and must ensure all items are prepared for safe transportation once confirmation is received.

The final inspection and acceptance of ALL items shall be performed by the USG upon arrival at the final delivery destination.

The Contractor must adhere to the following inspection guidelines:

1. The Contractor´s personnel must be physically on site at the time of delivery to perform the inventory and check each delivered item in presence of a representative from INL Mexico and

2. If INL Mexico or FGR personnel find an incomplete or defective item they should immediately refrain from receiving it and notify the Contracting Officer (CO). If the CO determines the complaint is valid, she/he will contact the Contractor to give additional time to correct the defect. If the Contractor fails to meet the performance standard, the US Government reserves the right to take action including a deduction from any invoice. Expenses incurred due to the replacement of unacceptable items, will be covered by the Contractor.

3. The payment to the Contractor shall be made following satisfactory inspection and acceptance of products by the office of INL Mexico.

8.0 INSTALLATION SERVICES

The same date that the delivery takes place, the Contractor must set up and install the performance locker container gym at La Muralla. Set up and installation must be provided by professional personnel, and they must use nuts and bolts to attach the training rig to the sides of the container.

The Contractor is also responsible for disposing the waste created from unboxing, delivering, and installing the performance locker and its items.

9.0 INVOICING INSTRUCTIONS

Will be provided at the time of award.

The Government shall pay the contractor as full compensation for all work required, performed, and accepted under this order 30 days after receipt the invoice.

10.0 EXPORT RESTRICTIONS

(a) The Contractor shall comply with all U.S. export control laws and regulations, including but not limited to the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract.

(b) In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

(c) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of this order, including instances where the work is to be performed in the US where the foreign person will have access to export-controlled technical data or software.

(d) The Contractor shall be responsible for all regulatory recordkeeping requirements associated with the use of licenses and license exemptions/exceptions.

(e) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.

(f) Nothing in the terms of this contract adds, changes, supersedes, or waives any of the requirements of applicable Federal laws, Executive orders, and regulations.

If applicable only

11.0 NONPAYMENT FOR UNAUTHORIZED WORK

No payments will be made for any unauthorized supplies or services, or for any unauthorized changes to the work specified herein. This includes any services performed by the Contractor of his own volition or at the request of an individual other than a duly appointed Contracting Officer. Only a duly appointed Contracting Officer is authorized to change the specifications, terms, and/or conditions of this contract.

12.0 STANDARDS OF CONDUCT

The Contractor shall be responsible for maintaining satisfactory standards of employee competency, conduct, appearance, and integrity at all times and shall be responsible for their employee’s performance and the quality of the employees’ services. Each Contractor employee is expected to adhere to standards of conduct that reflect credit on themselves, their employer, and the U. S. Government. The U.S. Government reserves the right to direct the Contractor to remove an employee from performance under this contract for failure to comply with said standards of conduct. The Contractor shall immediately replace such an employee at no additional cost to the Government.

13.0 SAFEGUARDING INFORMATION

The Contractor and its employees shall exercise the utmost discretion in regard to all matters relating to their duties and functions. They shall not communicate to any person any information known to them by reason of their performance under this contract which has not been made public, except in the necessary performance of their duties or upon written authorization of the Contracting Officer. All documents and records (including photographs) generated during the performance of work under this contract shall be for the sole use of and become the exclusive property of the U.S. Government. Furthermore, no article, book, pamphlet, recording, broadcast, speech, television appearance, film or photograph concerning any aspect of work performed under this contract shall be published or disseminated through any media without the prior written authorization of the Contracting Officer. These obligations do not cease upon the expiration or termination of this contract. The Contractor shall include the substance of this provision in all contracts of employment and in all subcontracts hereunder.

The Contractor, or anyone acting on its behalf, shall not refer to the supplies, services, or equipment furnished under this contract in any news release or commercial advertising without first obtaining explicit written consent to do so from the Contracting Officer (CO).

14.0 CONTRACTOR COMMITMENTS, WARRANTIES, AND REPRESENTATIONS

Any written commitment by the Contractor within the scope of this contract shall be binding upon the Contractor. For the purpose of this clause, a written commitment by the Contractor is limited to the quotation submitted by the Contractor, and to specific written modifications to the quotation. Written commitments by the Contractor are further defined as including (1) any warranty or representation made by the Contractor in a quotation as to hardware or software performance; total systems performance; and other physical, design, or functional characteristics of equipment, software package or system, or installation date; (2) any warranty or representation made by the Contractor concerning the characteristics or items described in (1) above, made in any publications, drawings, or specifications accompanying or referred to in a quotation;

and (3) any modification of or affirmation or representation as to the above which is made by the Contractor in or during the course of negotiations, whether or not incorporated into a formal revision to the quotation.

15.0WARRANTY NOTIFICATION

In accordance with FAR 46.706(b)(5), the Contractor shall stamp or mark the supplies delivered, or otherwise furnish notice with the supplies, of the existence of a warranty, if any. Sufficient information shall be presented for supply personnel and users to identify warranted supplies.

The Contractor must offer a limited lifetime warranty on the external functional training rigging and a minimum of one-year warranty on the accessories. Warranty validity must begin since the moment the locker is delivered at La Muralla and shall be applicable and serviceable in Mexico. If as part of the warranty any item has to be sent to any other country for repair, all the expenses related with warranty application will be the Contractor´s responsibility. Neither FGR nor the US Government will be involved in the warranty application and will not be responsible for transportation, or any additional charge incurred when a product or a part needs to be replaced under warranty policy.

If the Contractor determines that the product has a defect covered under warranty, the Contractor must replace the product or the part at no additional cost to FGR or INL. All replacement items and accessories must be new. No aftermarket, refurbished, recycled or used goods are acceptable.

When submitting its proposal, the Contractor must include the warranty exclusions and terms and must provide details on warranty support and procedures to follow when requesting warranty services.

16.0 ORGANIZATIONAL CONFLICT OF INTEREST - GENERAL

(a) The Contractor warrants that, to the best of its knowledge and belief, there are no relevant facts or circumstances which would give rise to an organizational conflict of interest, as defined in FAR Subpart 9.5, or that the Contractor has disclosed all such relevant information.

(b) The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the Contractor will make a full disclosure in writing to the Contracting Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take to avoid or mitigate the actual or potential conflict.

(c) If the Contractor was aware of a potential organizational conflict of interest prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate the contract for default.

(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts.

17 .0 INL STANDARD OPERATING PROCEDURES FOR DIRECT DELIVERY INTO MEXICO

17.1 Delivered Duty Paid (DDP)

Selected Contractor bears cost, risk and responsibility for cleared goods to the named place of destination at buyers (INL Mexico) destination.

Selected Contractor is responsible for import clearance, duties, and taxes, as required, so buyer (INL Mexico) is not “importer of record.” For further information, please reference section 16.2 Importation Permits and Licenses.

The Vendor may reference the Mexican Customs Authority website to confirm the procedure for importing into Mexico at the following link:

http://omawww.sat.gob.mx/aduanas/importando_exportando/guia_importacion/Paginas/procedimiento_pa ra_importacion_de_mercancias.aspx (please note that there is no English version).

INL Logistics encourages the vendor to consider the following options for direct delivery requirements into Mexico:

a) A Subsidiary office of their own company in Mexico to serve as the importer of the record.

b) Freight forwarding services provider that can provide custom brokerage and transportation services until final destination.

17.2 Importation Permits and Licenses

The Contractor must provide/file all required shipping/export documentation and relevant permits/licenses or any other documentation necessary for the importation of the goods into Mexico. Contractor is responsible to clear customs in Mexico, pay importation taxes in Mexico and provide all required importation permits and paperwork in compliance with Mexican regulations.

Vendors shall be advised that INL Mexico is not involved in the importation process and cannot act as the importer nor consignee. INL Mexico cannot sign any document related to the importation process.

Therefore, it is the vendor’s sole responsibility to import the items to their final delivery location.

The contractor must comply with all applicable International, U.S., and Mexican Regulations. All shipping documents, export declaration forms, and other delivery information shall be submitted to the following email address prior to delivery:

ATTN: INL Logistics Email: mexicocityinllogistics@groups.state.gov Phone: (52) 55 5080 2990 x 5818, 5846, 5603.

17.3 Special Permit or Local Standard of Operations Certificate (NOM)

In case vendor procures equipment outside Mexico, the vendor shall be responsible for importing all pieces of equipment. All importation taxes should be included on the final price, The USG will not act as the importer nor will facilitate any free entry permits or any other related document.

The vendor must consider obtaining any special permit or Local Standard of Operations certificate.

(NOM) required by Mexican Customs for the entrance into Mexico is their responsibility.

17.4 Delivery / Importation Plan

The vendor shall provide to INL a detailed delivery plan that describes the process to obtain the appropriate licenses, certifications, and procedure to deliver and to operate this type of equipment in Mexico. A vendor will be found technically unacceptable if their proposal does not include this requirement.

If the end user is inside Mexico, the vendor shall be responsible to clear customs in Mexico, pay importation taxes and any other tax or fee to make the importation to Mexico and provide all required importation permits and paperwork in compliance with Mexican regulations. No delivery shall take place until coordinated with INL Logistics.

18.0 Executive Order 14173

Certification Regarding Compliance with applicable Federal Anti-Discrimination Law.

All Department of State contractors must certify that they do not operate any programs promoting DEI that violate any applicable anti-discrimination laws and agree that such certification is material for purposes of the government’s payment decision and therefore subject to the False Claims Act. See 31 U.S.C. 3729(b)(4).

SECTION 2 - CONTRACT CLAUSES

I. FAR 52.252-2 -- Clauses Incorporated by Reference (Feb 1998)

This purchase order incorporates the following clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

Also, the full text of a clause may be accessed electronically at this address:

FAR and DOSAR clauses may be accessed at https://acquisition.gov

NUMBER TITLE DATE

FAR 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights Nov 2023

FAR 52.204-7 System for Award Management Nov 2024 FAR 52.204-13 System for award management Maintenance Oct 2018 FAR 52.204-18 Commercial and Government Entity Code Maintenance Aug 2020 FAR 52.204-25 Prohibition on contracting for certain telecommunications and video surveillance services or equipment Nov 2021

FAR 52.225-14 Inconsistency Between English Version and Translation of Contract

Feb 2000

FAR 52.228-3 Worker’s Compensation Insurance (Defense Base Act) Jul 2014 FAR 52.229-6 Taxes—Foreign Fixed-Price Contracts Feb 2013 FAR 52.232-39 Unenforceability of unauthorized obligations June 2013 FAR 52.244-6 Subcontracts for commercial products and commercial service Nov 2024 DOSAR 652.242-73 Authorization and Performance Aug 1999 DOSAR 652.243-70 Notices Aug 1999 DOSAR 652.247-71 Shipping Instruction Feb 2015

II. Applicable Clauses Provided in Full-Text

52.212-4 Contract Terms and Conditions- Commercial Products and commercial services (Nov 2023)

(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 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.

(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.

(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; 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.

(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)

Alternate I (NOV 2021). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

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

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

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the

"hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

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

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

(B) Terminate this contract for cause.

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

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

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

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

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

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

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

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

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

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

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) "Materials" means-

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

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

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

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

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

(iv) "Subcontract" means any contract, as defined in FAR subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

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

(i) Hourly rate.

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

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

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

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

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

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

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

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

(ii) Materials.

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

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

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

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

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

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

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

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause:[Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert "None" if no reimbursement for other direct costs will be provided.