47QSWA-23-A-1801.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30.

1. REQUISITION NUMBER PAGE 1 OF 66

N/A

2. CONTRACT NUMBER 3. AWARD/

EFFECTIVE DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION

ISSUE DATE

N/A 47QSWA-23-A-1801 6/8/2023

7. FOR

SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

Kimberly Kurtz (Kimberly.kurtz@gsa.gov) 817-850-5512 6/15/2023

9. ISSUED BY CODE 10. THIS ACQUISITION IS UNRESTRICTED or SET ASIDE 100 % FOR General Service Administration SMALL BUSINESS

WOMEN-OWNED SMALL

BUSINESS (WOSB)

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS) Southwest Supply & Acquistion HUBZONE SMALL

BUSINESS

ECONOMICALLY

DISADVANTAGED

Center (7QSBPB-M4) SERVICE-DISABLED

VETERAN-OWNED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

314999

SIZE STANDARD

550 Employees 819 Taylor Street, Room 7A37 SMALL BUSINESS

(SDVOSB)

8(A)

Fort Worth, TX 76102-6105

11. DELIVERY FOR FREE ON

BOARD (FOB)

DESTINATION UNLESS

BLOCK IS MARKED

12. DISCOUNT TERMS

30 days

13a. THIS CONTRACT IS A RATED

RATED ORDER UNDER THE

DEFENSE PRIORITIES AND

ALLOCATIONS SYSTEM –

DPAS (15 CFR 700)

13b. RATING

14. METHOD OF SOLICITATION

(select one)

Request For Quote (RFQ)

SEE SCHEDULE

15. DELIVER TO CODE 16.ADMINISTERED BY CODE

Same as #9

17a. CONTRACTOR/

OFFEROR

CODE FACILITY

CODE 18a. PAYMENT WILL BE MADE BY CODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH

ADDRESS IN OFFER

18b. SUBMIT INVOICE TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED SEE ADDENDUM

19. 20. 21. 22. 22. 24.

ITEM NUMBER SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

***Please use the Schedule of Items provided on page ***

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

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 ARE ARE NOT ATTACHED

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

ATTACHED. ADDENDA ARE ARE NOT ATTACHED

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND

DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON

ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

29. AWARD OF CONTRACT REFERENCE OFFER

DATED . YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING

ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS

ACCEPTED AS TO ITEMS:

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

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

SIGNED

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

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

19. 20. 21. 22. 22. 24.

ITEM NUMBER SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTACT, EXCEPT AS NOTED _________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELPHONE NUMBER OF AUTHORZED GOVERNMENT REPRESENTATIVE

32g. EMAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER 34. VOUCHER

NUMBER

35. AMOUNT VERIFIED

CORRECT FOR

36. PAYMENT 37. CHECK NUMBER

PARTIAL FINAL COMPLETE PARTI

AL FINAL

STOCK RECORD (S/R) 40. PAID BY

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER

42a. RECEIVED BY (Print)

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42b. RECEIVED AT (Location)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42c. DATE RECEIVED (MM/DD/YYYY) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 11/2021) BACK

PART I- CONTINUATION OF SF 1449

A. When responding to this RFQ, you must complete and return the entire package. If you “No Quote,” then please indicate and return page(s) 1 - 2 only. Failure to complete the entire package and provide any required supplemental documentation may result in your quotation being considered non-compliant and may receive no further consideration for award.

B. The North American Industry Classification System (NAICS) code for this acquisition is *314999* Small

Business Size Standard 550 Employees.

C. FAR 52.212-1 Instructions to Offerors – Commercial Products and Commercial Services (NOV 2021) is incorporated by reference.

D. When responding to this RFQ, please submit the entire document by email, to kimberly.kurtz@gsa.gov.

The full document and all supporting documentation must be received by email by the closing date and time (See block 8).

E. It is preferred that each quote package be submitted as an attachment to the RFQ response via email. If a quote is received later than the exact time specified in block 8 of the RFQ, it will be considered “late” and may not be accepted.

Delivery schedule will be 15 days after receipt of order

Pursuant to Commercial Item Description A-A-59323-A first article testing will be required for both NSNs, fifteen (15) days after notice of award.

F. This is notice that the Government intends to evaluate quotes and award will be made on initial quotes and advises vendors to submit their best terms and prices in their initial quotation.

G. The awardee(s) will be required to ship to APO/FPO addresses, and to ship, when they receive orders that indicate these types of ship-to addresses. This is a mandatory requirement. This typically includes but is not limited to; any items (including part number offerings) under 70 pounds.

H. Section 889 of the FY19 National Defense Authorization Act (NDAA) is legislation passed to combat national security and intellectual property threats that face the United States. Representation and reporting requirements of Section 889 Parts A and B apply to all contracts in support of the GSA Global Supply program.

I. Special shipment requirements may also include naval ships, which should be considered export shipments for labeling, packaging, and pallet requirements.

J. If supplies shipped are not packaged, packed, and marked in accordance with contract requirements, the Government has the right, without prior notice to the Contractor, to perform the required repackaging/repacking/remarking, by contract or otherwise, and charge the Contractor at the following rates:

1. First Hour - $150.00

2. Each Additional Hour: $70.00

A minimum of two (2) hours is required for each incident, making the minimum charge for remarking $220.00.

Commented [D1]: Input

Commented [D2R1]: Add

Commented [D3]: INPUT, list the days you want to give them to submit I just went by what we used to give them.

Commented [D4R3]: Make sure the A_A_59323 listed on the IPD is correct.

The Contractor may also be charged for material costs, if incurred. This right is not exclusive and is in addition to other rights or remedies provided for in this contract. The rates above shall be determined and may be periodically updated by the Commissioner, Federal Acquisition Services, or a designee.

Signature Date

K. Deliveries to civilian activities: Supplies shall be marked in accordance with Federal Standard 123, edition in effect on the date of issuance of the solicitation.

Deliveries to military activities: Supplies shall be marked in accordance with Military Standard 129, edition in effect on the date of issuance of the solicitation.

L. Price increases regarding any subsequent BPA, will be a matter for negotiation.

M. Contractor’s past performance will be considered for evaluation. See page(s) 42-43.

N. To obtain specifications:

Commercial Item Descriptions - https://quicksearch.dla.mil/qsSearch.aspx. Type the document name in the "Document ID" field or document number in “Document Number” field and hit Search.

FED Specs – Copies of these documents are available from the Standardization Document Order Desk, 700 Robbins Avenue, Building 4D, Philadelphia, PA 19111-5094 or online at https://quicksearch.dla.mil/qsSearch.aspx. Type the document name in the "Document ID" field or document number in “Document Number” field and hit Search.

MIL Specs - Copies of these documents are available from the Standardization Document Order Desk, 700 Robbins Avenue, Building 4D, Philadelphia, PA 19111-5094 or online at https://quicksearch.dla.mil/qsSearch.aspx. Type the document name in the "Document ID" field or document number in “Document Number” field and hit Search.

ANSI Standards - Application for copies of ANSI standards should be addressed to American National Standards Institue,25 West 43rd Street, 4th floor, New York, NY 10036. Telephone: 212-642-4900, Fax: 212-398-0023.

www.ansi.org. (ANSI does not charge for their services.)

ASTM Standards- Application for copies of ASTM standards should be addressed to ASTM International, 100 Barr Harbor Drive, West Conshohocken, PA 19428-2959. Telephone: 610-832-9585, FAX: 610-832-9555. www.astm.org.

(ASTM does charge for their services.)

AWWA Standards - Application for copies of AWWA standards should be addressed to American Water Works Association 6666 W. Quincy Ave., Denver, CO 80235. www.awwa.org. (AWWA charges for their services.)

NSF Standards - Application for copies of NSF/ANSI standards should be addressed to NSF International, PO Box 130140, 789 N. Dixboro Road, Ann Arbor, MI 48113-0140. www.nsf.org. (NSF does charge for their services.)

UL Standards - Application for copies of UL standards should be addressed to UL Headquarters, 333 Pfingsten Road, Northbrook, IL 60062. www.ul.com. (UL does charge for their services.)

SAE Standards - Application for copies of SAE standards should be addressed to 400 Commonwealth Drive, Warrendale, PA 15096. www.sae.org. (SAE does charge for their services.)

Recycled Material - Information related to the EPA’s Comprehensive Procurement Guidelines (CPG) for recovered materials can be found at https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.

Biobased/BioPreferred Products - Information related to the U.S. Department of Agriculture’s (USDA) BioBased and BioPreferred program can be found at can be found at https://www.biopreferred.gov/BioPreferred/.

VOC Products - Information related to the California Air Resources Board Volatile Organic Compounds regulations can be found at https://www.arb.ca.gov/consprod/regs/regs.htm.

DOE Energy Star Products - Information related to the DOE Energy Star products can be found at https://www.energystar.gov/.

Energy-Efficient Products - Information related to Federal Energy Management Program (FEMP) Energy-Efficient products can be found at https://www4.eere.energy.gov/femp/requirements/laws_and_requirements/energy_star_and_femp_designated_products_p rocurement_requirements.

Water-Efficient Products - Information related to the Water-Efficient Products can be found at https://www4.eere.energy.gov/femp/requirements/laws_and_requirements/energy_star_and_femp_designated_products_p rocurement_requirements.

O. There will be no minimum order amount under this Blanket Purchase Agreement.

P. This BPA can be cancelled by either party with a 30 day written notice.

Q. GSA’s Order Management Service (OMS) will process orders utilizing only Electronic Data Interchange (EDI) or Vendor Portal (VP). Facsimile transmitted orders will no longer be an option.

EDI provides for fully electronic processing of all ordering transactions VP provides an internet portal for vendors to retrieve orders and manually input transactional data.

EDI is the preferred business transaction processing method, but vendors with low order volumes and less technical proficiency may use VP for reasons of lower overall costs and/or higher implementation costs for EDI.

Vendors are hereby notified that as of January 26, 2017, all new awardees are required to select either EDI or VP to interface with GSA Global Supply on receiving orders resulting from their award. EDI is the preferred method of order transmission to our vendors, but VP is an acceptable means of transmission.

Vendors are required to review the instructions regarding enrollment in either one of these systems and processes contained in this RFQ.

Enrollment in either program is required upon award and must be requested no later than 5 days after receipt of award. Failure to enroll may cause your award to be cancelled or terminated.

For further instructions on how to enroll in either program please contact the following:

EDI: GSAEDI@gsa.gov or EDI Help Desk at 703-605-9444 Vendor Portal: Gee.Jeon@gsa.gov or NCSC at 800-488-3111

All completed pages must be returned with your quote. Failure to provide the required information may result in your quote no longer being evaluated or considered for award.

Request for Quotation: 47QSWA-23-A-1801 Dated: June 8, 2023

A. Taxpayer Identification Number: __________________________

B. Unique Entity Identifier (UEI): __________________________ C. Contractor Point of Contact: ______________________________ Phone Number: _______________________________ Email Address: _______________________________ Are you a large or small business? _______________________________ Are you a manufacturer or dealer? _______________________________ D. Supplier Name*_______________________________ Point of Contact*______________________________ Supplier UEI*: _______________________________ Supplier TIN*_______________________________ Is your supplier a large or small business? _______________________________

*Please complete the Supplier’s name, TIN, and UEI number for each NSN if different.

Note: “Supplier” refers to the company providing the product if you are not the manufacturer.

SCHEDULE OF SUPPLIES AND QUOTED PRICES –

(CONTINUATION OF SF 1449, Blocks 19 – 24)

NOTE: THIS IS ONLY A REQUEST FOR PRICING. ANY ORDERS ISSUED WILL BE PURSUANT TO THE EVALUATION OF THE QUOTATIONS RECEIVED. PRICING FOR THE ITEM(S) SHALL BE COMPLETED

BELOW:

A. Provide the unit price per the unit of issue shown and the Total Destination BPA Price.

B. Pricing will be FOB Destination to CONUS locations.

C. Provide the Manufacturer’s Name, Part Number, and Country of Origin (COO).

D. Delivery will be made ___ business days after receipt of order.

E. The Total Annual BPA Price will be considered for award.

Quoter must enter the weight and cube for each item:

Item No.

NSN(s)/Description

Mfr, Part

Number, & COO

Est’d 1-Year Order s

Est’d 1-Year

Qty

Unit of

Issue

Total BPA Unit Price (to Include Shipping)

Total Destination BPA Price

(1-Year Qty x Unit Price)

1.

CONUS

NSN: 7920-00-165-7195

IPD Attached

1,113

13,913

EA

2.

CONUS

NSN: 7920-00-044-9281

IPD Attached

1,983

17,561

EA

Total Annual BPA Price (Total Destination BPA Price X Est. 12-month Qty. for Each Item) $

1.

7920-00-165-7195

ITEM PURCHASE DESCRIPTIONS

(IPD) / SPECIFICATIONS

Item Purchase Descriptions (IPDs) are provided in Attachment 1 for each NSN as listed in the Schedule of Items.

PART II - CONTRACT CLAUSES

52.209-3 First Article Approval-Contractor Testing. (Sept 1989)

(a) The Contractor shall test 2.27 kilograms (5 pounds) unit(s) of each type of cloth as specified in this contract. At least 15 calendar days before the beginning of first article tests, the Contractor shall notify the Contracting Officer, in writing, of the time and location of the testing so that the Government may witness the tests.

(b) The Contractor shall submit the first article test report within 15 calendar days from the date of this contract to Kimberly.kurtz@gsa.gov marked "First Article Test Report: Contract No. _______, Lot/Item No. _______" Within 7 calendar days after the Government receives the test report, the Contracting Officer shall notify the Contractor, in writing, of the conditional approval, approval, or disapproval of the first article. The notice of conditional approval or approval shall not relieve the Contractor from complying with all requirements of the specifications and all other terms and conditions of this contract. A notice of conditional approval shall state any further action required of the Contractor. A notice of disapproval shall cite reasons for the disapproval.

(c) If the first article is disapproved, the Contractor, upon Government request, shall repeat any or all first article tests.

After each request for additional tests, the Contractor shall make any necessary changes, modifications, or repairs to the first article or select another first article for testing. All costs related to these tests are to be borne by the Contractor, including any and all costs for additional tests following a disapproval. The Contractor shall then conduct the tests and deliver another report to the Government under the terms and conditions and within the time specified by the Government.

The Government shall take action on this report within the time specified in paragraph (b) of this subsection. The Government reserves the right to require an equitable adjustment of the contract price for any extension of the delivery schedule, or for any additional costs to the Government related to these tests.

(d) If the Contractor fails to deliver any first article report on time, or the Contracting Officer disapproves any first article, the Contractor shall be deemed to have failed to make delivery within the meaning of the Default clause of this contract.

(e) Unless otherwise provided in the contract, and if the approved first article is not consumed or destroyed in testing, the Contractor may deliver the approved first article as part of the contract quantity if it meets all contract requirements for acceptance.

(f) If the Government does not act within the time specified in paragraph (b) or (c) of this subsection, the Contracting Officer shall, upon timely written request from the Contractor, equitably adjust under the changes clause of this contract the delivery or performance dates and/or the contract price, and any other contractual term affected by the delay.

(g) Before first article approval, the acquisition of materials or components for, or the commencement of production of, the balance of the contract quantity is at the sole risk of the Contractor. Before first article approval, the costs thereof shall not be allocable to this contract for (1) progress payments, or (2) termination settlements if the contract is terminated for the convenience of the Government.

Each Weight__________

Cube__________

2.

7920-00-044-9281

Weight__________

Cube__________

Commented [D5]: We need to find out who will received the report and if one of the Contracting officer will want to witness the test. My suggestion is to get with the TECHNICAL PERSON, to see how we can have this done, or any suggestion on this matter.

Commented [D6R5]: We will need guidance on this part before you post so you will know what to expect and what the vendors will expect, so you don't get a Protest of the First Article requirements.

We can request a meeting so you and your supervisor will be aware.

(h) The Government may waive the requirement for first article approval test where supplies identical or similar to those called for in the schedule have been previously furnished by the offeror/contractor and have been accepted by the Government. The offeror/contractor may request a waiver.

52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (Nov 2021)

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

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

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

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such 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; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American;

and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

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

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

(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.

552.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (FAR DEVIATION 52.212-4) (JAN 2023)

(g)(2) The due date for making invoice payments by the designated payment office is the later of the following two events:

(i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor’s invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements.

(ii) The 10th day after Government acceptance of supplies delivered or services performed by the Contractor.

(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, Unauthorized Obligations, and Commercial Supplier Agreements - Unenforceable Clauses paragraphs of this clause.

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any commercial supplier agreements as amended by the

Commercial Supplier Agreements -Unenforceable Clauses provision.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449. (8)

(8) Other documents, exhibits, and attachments.

(9) The specification.

(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 commercial supplier agreement (as defined in 502.101) that includes any language, provision, or clause requiring the Government to pay any future fees, penalties, interest, legal costs or 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 language, provision, or 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 commercial supplier agreement. If the commercial supplier 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 language, provision, or clause is deemed to be stricken from the commercial supplier agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification or any other payment by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(w) Commercial supplier agreements unenforceable clauses.When any supply or service acquired under this contract is subject to a commercial supplier agreement (as defined in 502.101), the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement:

(1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the U.S. Government, the following shall apply:

(i) Applicability. This agreement is a part of a contract between the commercial supplier and the U.S. Government for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders under FAR 12).

(ii) End user. This agreement shall bind the ordering activity as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.

(iii) Law and disputes. This agreement is governed by Federal law.

(A) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted.

(B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted.

(C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

(iv) Continued performance. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in subparagraph (d) (Disputes).

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act).

(vi) Updating terms. (A) After award, the contractor may unilaterally revise commercial supplier agreement terms: if they are not material. A material change is defined as:

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

(3) Terms that decrease overall level of service; or

(4) Terms that limit any other Government right addressed elsewhere in this contract.

(B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification.

(C) Any agreement license terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them.

(vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by an authorized Government representative.

(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows:

(A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order.

(B) This charge, if disputed by the ordering activity, will be resolved in accordance with subparagraph (d) (Disputes) through the Disputes clause at 552.212-4(d); no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process.

(C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the Government.

(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the Government contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under subparagraph (b) of this clause.

(xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed “confidential information.”

Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act.

Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes;

provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(1), the language, provisions, or clause of paragraph (w)(1) shall prevail to the extent of such inconsistency.

52.232-40 Providing Accelerated Payments to Small Business Subcontractors (NOV 2021)

(a) Upon receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.

(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.

(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial products or commercial services.

Economic Price Adjustments (EPA)

EPAs will be at the CO discretion and will be limited to twice a year, once during the performance period, and one at option exercise. Price adjustments will only be considered if market conditions warrant percentage change from the last adjustment period. Contractor(s) shall provide documentation to support price adjustments. To ensure the awarded position (primary, second, third, etc.) are retained, the Government will consider all documentation submitted by all vendors, as well as market research conducted to determine a fair and reasonable price increase/decrease %. That singular price increase/decrease will be applied to all vendor contracts and all NSN’s.

Any market conditions that warrant economic price changes beyond twice a year will be considered at the sole discretion of the Contracting Officer.

52.222-50 Combating Trafficking in Persons (NOV 2021)

(a) Definitions. As used in this clause- Agent means any individual, including a director, an officer, an employee, or an independent contractor, authorized to act on behalf of the organization.

Coercion means-

(1) Threats of serious harm to or physical restraint against any person;

(2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or

(3) The abuse or threatened abuse of the legal process.

Commercial sex act means any sex act on account of which anything of value is given to or received by any person.

Commercially available off-the-shelf (COTS) item —

(1) Means any item of supply (including construction material) that is—

(i) A commercial product (as defined in paragraph (1) of the definition of “commercial product” at

Federal Acquisition Regulation (FAR) 2.101;

(ii)Sold in substantial quantities in the commercial marketplace; and (iii)Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2)Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products .

Debt bondage means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined.

Employee means an employee of the Contractor directly engaged in the performance of work under the contract who has other than a minimal impact or involvement in contract performance.

Forced Labor means knowingly providing or obtaining the labor or services of a person -

(1) By threats of serious harm to, or physical restraint against, that person or another person;

(2) By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or

(3) By means of the abuse or threatened abuse of law or the legal process.

Involuntary servitude includes a condition of servitude induced by means of-

(1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or

(2) The abuse or threatened abuse of the legal process.

Recruitment fees means fees of any type, including charges, costs, assessments, or other financial obligations, that are associated with the recruiting process, regardless of the time, manner, or location of imposition or collection of the fee.

(1) Recruitment fees include, but are not limited to, the following fees (when they are associated with the recruiting process) for-

(i) Soliciting, identifying, considering, interviewing, referring, retaining, transferring, selecting, training, providing orientation to, skills testing, recommending, or placing employees or potential employees;

(ii) Advertising

(iii) Obtaining permanent or temporary labor certification, including any associated fees;

(iv) Processing applications and petitions;

(v) Acquiring visas, including any associated fees;

(vi) Acquiring photographs and identity or immigration documents, such as passports, including any associated fees;

(vii) Accessing the job opportunity, including required medical examinations and immunizations;

background, reference, and security clearance checks and examinations; and additional certifications;

(viii) An employer's recruiters, agents or attorneys, or other notary or legal fees;

(ix) Language interpretation or translation, arranging for or accompanying on travel, or providing other advice to employees or potential employees;

(x) Government-mandated fees, such as border crossing fees, levies, or worker welfare funds;

(xi) Transportation and subsistence costs-

(A) While in transit, including, but not limited to, airfare or costs of other modes of transportation, terminal fees, and travel taxes associated with travel from the country of origin to the country of performance and the return journey upon the end of employment; and

(B) From the airport or disembarkation point to the worksite;

(xii) Security deposits, bonds, and insurance; and

(xiii) Equipment charges.

(2) A recruitment fee, as described in the introductory text of this…