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SEE ADDENDUMIS CHECKED
CODE 18a. PAYMENT WILL BE MADE BY
CODE
FACILITYCODE
17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER
OFFEROR
OPO/FPS/WEST CCG/R9
Auburn WA 98001
400 15th Street SW Ofc of Procurement Operations - FPS U.S. Dept. of Homeland Security DHS/FPS/West CCG/Region 9
CODE 16. ADMINISTERED BYCODE
X
X
X
812320
SIZE STANDARD:
100.00 % FOR:SET ASIDE:UNRESTRICTED OROPO/FPS/WEST CCG/R9
RFPIFB
10. THIS ACQUISITION ISCODE
RFQ
14. METHOD OF SOLICITATION
13b. RATING
NAICS:
SMALL BUSINESS
06/19/2020 1600 PT
05/22/2020
(253)876-6813Dolor Alegrado (No collect calls)
INFORMATION CALL:
FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBERa. NAME
4. ORDER NUMBER3. AWARD/ 6. SOLICITATION
70RFPW20QW9000002
5. SOLICITATION NUMBER
SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF
1 75OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30
Attn: Dolor E. Alegrado
TELEPHONE NO.
17a. CONTRACTOR/
San Diego CA 92101 880 Front Street, Suite 1263 Federal Protective Service (FPS)
15. DELIVER TO
Auburn WA 98001 400 15th Street SW Office of Procurement Operations Federal Protective Service U.S. Dept. of Homeland Security
9. ISSUED BY
7.
2. CONTRACT NO.
EFFECTIVE DATE
$5.5
18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW
ISSUE DATE
DELIVERY FOR FOB DESTINA-
TION UNLESS BLOCK IS
MARKED
11.
SEE SCHEDULEX
12. DISCOUNT TERMS
THIS CONTRACT IS A
RATED ORDER UNDER
DPAS (15 CFR 700)
13a.
SERVICE-DISABLED
VETERAN-OWNED
SMALL BUSINESS
HUBZONE SMALL
BUSINESS
8(A)
DHS/FPS/West CCG/Region 9
WOMEN-OWNED SMALL BUSINESS
(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED
SMALL BUSINESS PROGRAM
EDWOSB
24.
AMOUNT
23.
UNIT PRICE
22.
UNIT
21.
QUANTITY
20.
SCHEDULE OF SUPPLIES/SERVICES
19.
ITEM NO.
REQUISITION: 192120R092000P004
COR: Sandy Phung (213) 894-6049, email: Sandy.Phung@fps.dhs.gov
CO: Kelly Minturn (253)876-6844, email: Kelly.M.Minturn@fps.dhs.gov
CS/CO: Dolor E. Alegrado (253)876-6813, email: Dolor.E.Alegrado@fps.dhs.gov
(Use Reverse and/or Attach Additional Sheets as Necessary)
HEREIN, IS ACCEPTED AS TO ITEMS:
X
XX
DATED
Kelly Minturn
. YOUR OFFER ON SOLICITATION (BLOCK 5),
INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH
COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER
ARE
ARE
31c. DATE SIGNED
27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA
31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)
30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)
ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL
SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.
27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA
26. TOTAL AWARD AMOUNT (For Govt. Use Only)
OFFER
STANDARD FORM 1449 (REV. 2/2012)
Prescribed by GSA - FAR (48 CFR) 53.212
ARE NOT ATTACHED.
ARE NOT ATTACHED.
AUTHORIZED FOR LOCAL REPRODUCTION
PREVIOUS EDITION IS NOT USABLE
30b. NAME AND TITLE OF SIGNER (Type or print)
30a. SIGNATURE OF OFFEROR/CONTRACTOR
28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN
25. ACCOUNTING AND APPROPRIATION DATA
29. AWARD OF CONTRACT:
REF.
32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE
32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE
ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:
32a. QUANTITY IN COLUMN 21 HAS BEEN
RECEIVED INSPECTED
40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER
37. CHECK NUMBER
FINALPARTIAL
36. PAYMENT
FINALPARTIAL
35. AMOUNT VERIFIED
CORRECT FOR
34. VOUCHER NUMBER33. SHIP NUMBER
COMPLETE
32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE
42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)
42b. RECEIVED AT (Location)
42a. RECEIVED BY (Print)
41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER
41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT
STANDARD FORM 1449 (REV. 2/2012) BACK
24.
AMOUNT
23.
UNIT PRICE
22.
UNIT
21.
QUANTITY
20.
SCHEDULE OF SUPPLIES/SERVICES
19.
ITEM NO.
This is a Request for Quote (RFQ) being conducted under Federal Acquisition Regulation (FAR) Part
13 procedures.
The requirement is for laundry, dry cleaning, alteration, and repair services for the Federal
Protective Service (FPS) located in San Diego, CA. The Contractor shall provide all equipment, transportation, materials, and labor necessary in accomplishing the requirements identified in the statement of work. The resultant Purchase Order will reflect a total amount under Contract Line
Item Number (CLIN) 0001, for the Base Period and
Section B, Pricing Schedule, will reflect the accepted Unit Prices. The Government may not necessarily order all of items listed in Section
B, Pricing Schedule. A variation in actual number of quantities to be ordered may occur within the total amount identified at the Contract Line Item
Number (CLIN) level for each period. The
Government anticipates issuing a firm-fixed-price purchase order resulting from this RFQ.
The Service Contract Act applies to this RFQ. The applicable wage determination (WD) is WD
2015-5635, Rev. 12, Date: 12/23/2019
Period of Performance: 08/01/2020 to 07/31/2025
0001 BASE PERIOD:
Continued ...
32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE
32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE
ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT
NAME OF OFFEROR OR CONTRACTOR
3 75
CONTINUATION SHEET
REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF
(A) (B) (C) (D) (E) (F)
70RFPW20QW9000002
Laundry, Dry Cleaning, Alterations and Repairs.
Performance Period: 1 August 2020 thru 31 July
1001 OPTION YEAR 1
Laundry, Dry Cleaning, Alterations and Repairs.
Performance Period: 1 August 2021 thru 31 July
(Option Line Item)
2001 OPTION YEAR 2
Laundry, Dry Cleaning, Alterations and Repairs.
Performance Period: 1 August 2022 thru 31 July
(Option Line Item)
3001 OPTION YEAR 3:
Laundry, Dry Cleaning, Alterations and Repairs.
Performance Period: 1 August 2023 thru 31 July
(Option Line Item)
4001 OPTION YEAR 4:
Laundry, Dry Cleaning, Alterations and Repairs.
Performance Period: 1 August 2024 thru 31 SJuly
(Option Line Item)
NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)
Sponsored by GSA
FAR (48 CFR) 53.110
Base Period:
CLIN Description Est. Quantity Unit Price
0001 Dry Cleaning and Alteration Services
Class "A" and B Uniforms:
Dry Cleaning and Pressing Blue Dress Jacket $
Cleaning and Pressing White Dress Long Sleeve Shirt $
Cleaning and Pressing Blue Long Sleeve Shirt $
Dry Cleaning and Pressing Blue Dress Pants $
Dry Cleaning Tactical Tie $
Class “C” and "D" (K-9) Uniforms:
Cleaning and Pressing Long Sleeve TDU Shirt $
Cleaning and Pressing Short Sleeve TDU Shirt $
Cleaning and Pressing Long Sleeve BDU Shirt $
Cleaning and Pressing Short Sleeve BDU Shirt $
Cleaning and Pressing TDU Pants $
Class “F” and "G" Soft Uniforms:
Cleaning and Pressing Polo with Embroidered Badge $
Cleaning and Pressing 511 Tactical Style Pants $
Cleaning and Pressing Pants Short $
Cleaning and Pressing Pant Long $
Government Purchased Office-Dress:
Business Dress Slacks $
Business Dress Shirts $
Business Dress Jacket $
White or Blue Collared Dress Shirt $
Outer Wear:
Cleaning Ballistic vest, Ballistic Vest Cover, Exterior Vest Carrier $
Dry Cleaning of Uniform Sweater $
Cleaning Rain Jacket $
Cleaning of Rain Pants $
Cleaning of Cold Weather Jackets $
Cleaning of Parkas $
Class “G” Bicycle Jacket $
FPS Issue hats/caps; Baseball Style Caps, Other Hats $
Alterations:
Pants - Shortening/Lengthing $
Shorting Sleeves $
Sewing of Buttons $
Sewing of Patches $
Repairing of Zippers up to 12" $
Repairing of Holes $
RFQ: 70RFPW20QW9000002
SECTION B. PRICING SCHEDULE
RFQ: 70RFPW20QW9000002
DRY CLEANING SERVICES IN SAN DIEGO, CA Page 4 of 75
First Option Period:
1001 Dry Cleaning and Alteration Services
Class "A" and B Uniforms:
Dry Cleaning and Pressing Blue Dress Jacket $
Cleaning and Pressing White Dress Long Sleeve Shirt $
Cleaning and Pressing Blue Long Sleeve Shirt $
Dry Cleaning and Pressing Blue Dress Pants $
Dry Cleaning Tactical Tie $
Class “C” and "D" (K-9) Uniforms:
Cleaning and Pressing Long Sleeve TDU Shirt $
Cleaning and Pressing Short Sleeve TDU Shirt $
Cleaning and Pressing Long Sleeve BDU Shirt $
Cleaning and Pressing Short Sleeve BDU Shirt $
Cleaning and Pressing TDU Pants $
Class “F” and "G" Soft Uniforms:
Cleaning and Pressing Polo with Embroidered Badge $
Cleaning and Pressing 511 Tactical Style Pants $
Cleaning and Pressing Pants Short $
Cleaning and Pressing Pant Long $
Government Purchased Office-Dress:
Business Dress Slacks $
Business Dress Shirts $
Business Dress Jacket $
White or Blue Collared Dress Shirt $
Outer Wear:
Cleaning Ballistic vest, Ballistic Vest Cover, Exterior Vest Carrier $
Dry Cleaning of Uniform Sweater $
Cleaning Rain Jacket $
Cleaning of Rain Pants $
Cleaning of Cold Weather Jackets $
Cleaning of Parkas $
Class “G” Bicycle Jacket $
FPS Issue hats/caps; Baseball Style Caps, Other Hats $
Alterations:
Pants - Shortening/Lengthing $
Shorting Sleeves $
Sewing of Buttons $
Sewing of Patches $
Repairing of Zippers up to 12" $
Repairing of Holes $
DRY CLEANING SERVICES IN SAN DIEGO, CA Page 5 of 75
Second Option Period:
2001 Dry Cleaning and Alteration Services
Class "A" and B Uniforms:
Dry Cleaning and Pressing Blue Dress Jacket $
Cleaning and Pressing White Dress Long Sleeve Shirt $
Cleaning and Pressing Blue Long Sleeve Shirt $
Dry Cleaning and Pressing Blue Dress Pants $
Dry Cleaning Tactical Tie $
Class “C” and "D" (K-9) Uniforms:
Cleaning and Pressing Long Sleeve TDU Shirt $
Cleaning and Pressing Short Sleeve TDU Shirt $
Cleaning and Pressing Long Sleeve BDU Shirt $
Cleaning and Pressing Short Sleeve BDU Shirt $
Cleaning and Pressing TDU Pants $
Class “F” and "G" Soft Uniforms:
Cleaning and Pressing Polo with Embroidered Badge $
Cleaning and Pressing 511 Tactical Style Pants $
Cleaning and Pressing Pants Short $
Cleaning and Pressing Pant Long $
Government Purchased Office-Dress:
Business Dress Slacks $
Business Dress Shirts $
Business Dress Jacket $
White or Blue Collared Dress Shirt $
Outer Wear:
Cleaning Ballistic vest, Ballistic Vest Cover, Exterior Vest Carrier $
Dry Cleaning of Uniform Sweater $
Cleaning Rain Jacket $
Cleaning of Rain Pants $
Cleaning of Cold Weather Jackets $
Cleaning of Parkas $
Class “G” Bicycle Jacket $
FPS Issue hats/caps; Baseball Style Caps, Other Hats $
Alterations:
Pants - Shortening/Lengthing $
Shorting Sleeves $
Sewing of Buttons $
Sewing of Patches $
Repairing of Zippers up to 12" $
Repairing of Holes $
DRY CLEANING SERVICES IN SAN DIEGO, CA Page 6 of 75
Third Option Period:
3001 Dry Cleaning and Alteration Services
Class "A" and B Uniforms:
Dry Cleaning and Pressing Blue Dress Jacket $
Cleaning and Pressing White Dress Long Sleeve Shirt $
Cleaning and Pressing Blue Long Sleeve Shirt $
Dry Cleaning and Pressing Blue Dress Pants $
Dry Cleaning Tactical Tie $
Class “C” and "D" (K-9) Uniforms:
Cleaning and Pressing Long Sleeve TDU Shirt $
Cleaning and Pressing Short Sleeve TDU Shirt $
Cleaning and Pressing Long Sleeve BDU Shirt $
Cleaning and Pressing Short Sleeve BDU Shirt $
Cleaning and Pressing TDU Pants $
Class “F” and "G" Soft Uniforms:
Cleaning and Pressing Polo with Embroidered Badge $
Cleaning and Pressing 511 Tactical Style Pants $
Cleaning and Pressing Pants Short $
Cleaning and Pressing Pant Long $
Government Purchased Office-Dress:
Business Dress Slacks $
Business Dress Shirts $
Business Dress Jacket $
White or Blue Collared Dress Shirt $
Outer Wear:
Cleaning Ballistic vest, Ballistic Vest Cover, Exterior Vest Carrier $
Dry Cleaning of Uniform Sweater $
Cleaning Rain Jacket $
Cleaning of Rain Pants $
Cleaning of Cold Weather Jackets $
Cleaning of Parkas $
Class “G” Bicycle Jacket $
FPS Issue hats/caps; Baseball Style Caps, Other Hats $
Alterations:
Pants - Shortening/Lengthing $
Shorting Sleeves $
Sewing of Buttons $
Sewing of Patches $
Repairing of Zippers up to 12" $
Repairing of Holes $
DRY CLEANING SERVICES IN SAN DIEGO, CA Page 7 of 75
Fourth Option Period:
4001 Dry Cleaning and Alteration Services
Class "A" and B Uniforms:
Dry Cleaning and Pressing Blue Dress Jacket $
Cleaning and Pressing White Dress Long Sleeve Shirt $
Cleaning and Pressing Blue Long Sleeve Shirt $
Dry Cleaning and Pressing Blue Dress Pants $
Dry Cleaning Tactical Tie $
Class “C” and "D" (K-9) Uniforms:
Cleaning and Pressing Long Sleeve TDU Shirt $
Cleaning and Pressing Short Sleeve TDU Shirt $
Cleaning and Pressing Long Sleeve BDU Shirt $
Cleaning and Pressing Short Sleeve BDU Shirt $
Cleaning and Pressing TDU Pants $
Class “F” and "G" Soft Uniforms:
Cleaning and Pressing Polo with Embroidered Badge $
Cleaning and Pressing 511 Tactical Style Pants $
Cleaning and Pressing Pants Short $
Cleaning and Pressing Pant Long $
Government Purchased Office-Dress:
Business Dress Slacks $
Business Dress Shirts $
Business Dress Jacket $
White or Blue Collared Dress Shirt $
Outer Wear:
Cleaning Ballistic vest, Ballistic Vest Cover, Exterior Vest Carrier $
Dry Cleaning of Uniform Sweater $
Cleaning Rain Jacket $
Cleaning of Rain Pants $
Cleaning of Cold Weather Jackets $
Cleaning of Parkas $
Class “G” Bicycle Jacket $
FPS Issue hats/caps; Baseball Style Caps, Other Hats $
Alterations:
Pants - Shortening/Lengthing $
Shorting Sleeves $
Sewing of Buttons $
Sewing of Patches $
Repairing of Zippers up to 12" $
Repairing of Holes $
DRY CLEANING SERVICES IN SAN DIEGO, CA Page 8 of 75
SECTION I
Contract Clauses
RFQ:DRY CLEANING SERVICES IN SAN DIEGO, CA 70RFPW20QW9000002
DRY CLEANING SERVICES IN SAN DIEGO, CA
Page 9 of 75RFQ: 70RFPW20QW9000002
DRY CLEANING SERVICES IN SAN DIEGO, CA
SECTION I
CONTRACT CLAUSES, TERMS AND CONDITIONS
52.212-4 - Contract Terms and Conditions -- Commercial Items (October 2018)
(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 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;
RFQ: 70RFPW20QW9000002
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(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 persons 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 Part1315.
(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 Part1315.
(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.
RFQ: 70RFPW20QW9000002
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(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:
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(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 32.608-2 of the Federal Acquisition Regulation 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
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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.
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(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)
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Addendum to FAR 52.212-4 Terms and Conditions – Commercial Items
(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) Other documents, exhibits, and attachments.
(9) The specification.
(w) Commercial supplier agreements–unenforceable clauses.
(1) Definition. For the purpose of this contract, “Commercial supplier agreements” (referred to at FAR 12.216 as “Supplier License Agreements”) means terms and conditions customarily offered to the public by vendors of supplies or services that meet the definition of “commercial item” set forth in FAR 2.101 and intended to create a binding legal obligation on the end user.
Commercial supplier agreements are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any supply or service. The term applies–
(a) Regardless of the format or style of the document. For example, a commercial supplier agreement may be styled as standard terms of sale or lease, Terms of Service (TOS), End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of a proposal or quotation responding to a solicitation for a contract or order;
(b) Regardless of the media or delivery mechanism used. For example, a commercial supplier agreement may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction.
(2) When any supply or service acquired under this contract is subject to a commercial supplier agreement, and notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the U.S. Government, the following language shall be deemed
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incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement.
(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 Part 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 52.212-4(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;
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(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 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); 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
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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.
(3) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (1), the language, provisions, or clause of paragraph (1) shall prevail to the extent of such inconsistency.
(End of clause)
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52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders-
Commercial Items (MAR 2020)
(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:
(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan
2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations
Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).
(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).
(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance
Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).
(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).
(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).
(6) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Public Laws 108-77 and 108-78
(19 U.S.C. 3805note)).
(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or
Executive orders applicable to acquisitions of commercial items:
__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sep 2006), with Alternate I (Oct
1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).
__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).
___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of
2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)
__ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018)
(Pub. L. 109-282) (31 U.S.C. 6101 note).
__ (5) [Reserved].
__ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of
Div. C).
__ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016)
(Pub. L. 111-117, section 743 of Div. C).
__ (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101note).
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__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018)
(41 U.S.C. 2313).
__ (10) [Reserved].
__ (11) ) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Mar 2020) (15 U.S.C.657a).
__ (ii) Alternate I (Mar 2020) of 52.219-3.
__ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Mar
2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).
__ (ii) Alternate I (Mar 2020) of 52.219-4.
__ (13) [Reserved]
X (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Mar 2020) (15 U.S.C.644).
__ (ii) Alternate I (Mar 2020).
__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Mar 2020) (15 U.S.C. 644).
__ (ii) Alternate I (Mar 2020) of 52.219-7.
__ (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).
__ (17)
(i) 52.219-9, Small Business Subcontracting Plan (Mar 2020) (15 U.S.C. 637(d)(4)).
__ (ii) Alternate I (Nov 2016) of 52.219-9.
__ (iii) Alternate II (Nov 2016) of 52.219-9.
__ (iv) Alternate III (Mar 2020) of 52.219-9.
__ (v) Alternate IV (Aug 2018) of 52.219-9
__ (18) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) (15 U.S.C. 644(r)).
__ (19) 52.219-14, Limitations on Subcontracting (Mar 2020) (15 U.S.C.637(a)(14)).
__ (20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).
__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Mar 2020)
(15 U.S.C. 657f).
X (22) (i) 52.219-28, Post Award Small Business Program Re-representation (Mar 2020)
(15 U.S.C. 632(a)(2)) (ii) Alternate I (MAR 2020) of 52.219-28.
__ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged
Women-Owned Small Business Concerns (Mar 2020) (15 U.S.C. 637(m)).
__ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business
Concerns Eligible Under the Women-Owned Small Business Program (Mar 2020) (15 U.S.C. 637(m)).
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