7QSBAAA-D5-16-0765_3_Mats_8-23-16.docx

REQUEST FOR QUOTATIONS

(THIS IS NOT AN ORDER)

THIS RFQ IS IS NOT A SMALL BUSINESS-SMALL PURCHASE SET-ASIDE (52.219-6)

PAGE OF PAGES

1 | 34

UNDER BDSA REG. 2

RATING

GSA, FAS, Southwest Supply and Acquisition Center Acquisition Division (7QSBAAA-D5) 819 Taylor Street, Room 7A37 Fort Worth, TX 76102-6114

Delivery is required within 7 Calendar Days ARO

(See Schedule)

Don Miller, Contract Specialist (don.miller@gsa.gov)

AREA CODE

NUMBER

850-8136

1. DESTINATION

To be shown on each order issued against this Standing Quote Agreement.

a. NAME

b. COMPANY

b. STREET ADDRESS

c. STREET ADDRESS

c. CITY

d. CITY

e. STATE

f. ZIP

10. PLEASE FURNISH QUOTATIONS TO THE

ISSUING OFFICE IN BLOCK 5A ON OR

BEFORE CLOSE OF BUSINESS (Date) September 1, 2016 (1:30 PM Central Time) IMPORTANT: This is a request for information, and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5A. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or service. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotations must be completed by the quoter.

11. SCHEDULE (Include applicable Federal, State and local taxes)

ITEM NO.

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

A. This is a Request for Quote (RFQ) for a Standing Quote Agreement (SQA). This SQA will be awarded as not to exceed 149,999 and is anticipated to cover a five-year performance period. However, since demand can fluctuate significantly up or down due to market conditions, this agreement will be awarded as not to exceed $149,999, or five-years, whichever occurs first. The estimated quantities for this SQA are indicated on page 4 of this RFQ. Federal Acquisition Service, Southwest Supply and Acquisition Center (SSAC) may issue orders against this SQA for items listed herein. This is not a contract. A binding agreement only arises if the SSAC issues an order and the order is accepted by the SQA-holder. Estimates contained herein are provided for informational purposes only. There is no guarantee that any orders or any specific amount of orders will be issued. Any delivery orders issued will be pursuant to the evaluation of the quotations received. This is only a request for pricing. DO NOT SHIP.

B. This procurement is NOT set-aside for small business.

C. The Government will award a SQA to the vendor determined as the lowest price, technically acceptable quote.

Evaluation Factors:

1. TECHNICAL ACCEPTABILITY. Technical acceptability is defined as meeting the Government’s Item Purchase Description for each item quoted in response to this RFQ and complying with the required delivery schedule.

2. LOWEST EVALUATED PRICE. The lowest total aggregate price (“Per Unit SQA Price” or “Per Unit Destination SQA Price” multiplied by the “Estimated 12 month Quantity”) will be considered for award.

D. Delivery terms for any orders issued will be FOB Destination, direct delivery orders to any CONUS location.

E. The Item Purchase Description(s) and Schedule of Item(s) are shown on pages 4-7.

F. Clauses, applicable to any orders issued under this SQA, are shown on pages 8 thru 34.

G. When responding to this RFQ, complete and return the entire package. If you “No Quote,” please indicate and return page 1 only.

12. DISCOUNT FOR PROMPT PAYMENT

NOTE: Additional provisions and representations are are not attached.

c. COUNTY

AREA CODE

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 18 Rev. 6-95)

7QSBAAA-D5-16-0765-SQA

Block 11 continued.

H. The North American Industry Classification System (NAICS) code for this acquisition is *326299* Small Business Size Standard 500 Employees.

I. FAR 52.212-1, Instructions to Offerors – Commercial Items (OCT 2015) is incorporated by reference. Clause is tailored in paragraph (b), replace the entries showing “SF 1449” references with “SF 18,” and paragraph (h) “Multiple awards.” is replaced with a “Single award agreement per NSN.” to be issued as a result of this RFQ.

J. FAR 552.212-4, Contract Terms and Conditions – Commercial Items (MAY 2015) Replace the entries(s) “Order of Precedence” showing “SF 1449” references with “SF 18,”.

K. When responding to this RFQ, please submit the entire document by email, to don.miller@gsa.gov. The full document and all supporting documentation must be received by email by the closing date and time. The following address is for information only for correspondence:

819 Taylor St. Room 7A37 Fort Worth, TX 76102

L. Vendors are responsible for submitting quotes, so as to reach by email the Government office designated in the RFQ by the time specified (See Block 10). It is preferred that each quote package be submitted as an attachment to the RFQ response via email. If quote is received later than the exact time specified in block 10 of the RFQ, it will be considered “late” and will not be accepted.

M. 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.

N The awardee will be required to ship to APO/FPO addresses, and to ships, when they receive orders that indicate these types off ship-to addresses. This is a mandatory requirement.

O. 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 therefore at the following rates:

First Hour - $150.00 Each Additional Hours - $70.00

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

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 Service, or a designee."

Signature Date

P. SUPPLEMENTAL DOCUMENTATION REQUIRED:

1. DESCRIPTIVE LITERATURE/DRAWINGS. Clear identification for this NSN is the sole responsibility of the quoter and descriptive literature for all the products offered will be required at the time of quote. The Government will use this descriptive literature as a means of verifying product compliance with the Item Purchase Description(s) (IPD(s)). Pursuant to FAR 52.211-6 Brand Name of Equal, if you are offering an “equal” item, your quote must include descriptive literature sufficient for the Government to determine that the quoted item(s) is an “or equal” item.

**FAILURE TO PROVIDE THE SUPPLEMENTAL DOCUMENTATION IDENTIFIED IN #1 ABOVE MAY RESULT IN YOUR QUOTATION BEING CONSIDERED NON-COMPLAINT AND WILL RECEIVE NO FURTHER CONSIDERATION FOR AWARD**.

Q. 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.

R. There will be no minimum order amount under this SQA.

ALL COMPLETED PAGES (1-34) AND TECHNICAL SPECIFICATIONS 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 # 7QSBAAA-D5-16-0765-SQA Dated 8.23.2016

A. Taxpayer Identification Number (TIN): _____________________ B. Data Universal Numbering System (DUNS): ______________________ C. Point of Contact: _______________________

Phone Number: _______________________

Fax # for POs: __________________________ e-Mail Address: _______________________

Are you a large or small business? __________________

Are you a manufacturer or dealer? __________________

D. Supplier Name*: ___________________________

Point of Contact*: __________________________

Supplier DUNS*: ___________________________

Supplier TIN*: _____________________________

Is your supplier large or small? _________________

(Please complete the Supplier’s name, TIN and DUNS number for each NSN if different)(Note: “Supplier” refers to the company providing you the product, if you are not the manufacturer).

SCHEDULE OF ITEMS

Use the Schedule of Items below to submit quoted prices.

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 SHALL BE COMPLETED BELOW:

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

B. Pricing will be FOB Destination to CONUS locations.

C. Provide the Mfr. Part Number.

D. Provide the Country of Origin (COO) (where each item is being manufactured).

NAICS: 326299 (Small Bus Size Std 500 employees) Item No.

NSN(s)/Description

Mfr. Part Number & COO

Est’d 1-Year Orders Est’d 1-Year Qty

(1-Year Qty x Unit Price)

1.

CONUS

NSN: 7220-00-255-0765

Matting, Floor IPD Attached

RO

1-Year Value

2.

NSN: 7220-00-991-0081

Mat, Floor (Standing, Anti-Fatigue)

EA

3.

NSN: 7220-00-634-0216

Mat, Floor

EA

Must enter the weight and cube for each item.

1.

7220-00-255-0765 Box, Each, or Package Weight _____ Box, Each, or Package Cube _____

Weight _____ Box, Each, or Package Cube _____

Weight _____ Box, Each, or Package Cube _____

END SCHEDULE OF ITEMS

ITEM PURCHASE DESCRIPTION(S)

1. NSN: 7220-00-255-0765

MATTING, FLOOR: Shall be Dimex LLC P/N Dimex 255-0765, or equal, with the following characteristics. Shall be in accordance with MIL-DTL-15562G dated May 31, 1996 with the following characteristics:

Type II - runner type, smooth surface Length - 25 yards Thickness - 0.125 inches minimum Width - 24.0 inches Color - black

Unit of issue - RO (roll twenty five (25) yards in length)

FIRST ARTICLE: A first article inspection is required in accordance with paragraph 3.1 of the specification.

EXCEPTIONS TO THE SPECIFICATION:

Paragraph 3.5 Line 2 Delete “plus or minus 3.0 yards.”

Add “minus 1/2 yard, any plus tolerance acceptable.”

Paragraph 3.5 Add “All rolls shall be tagged showing the exact number of yards in that roll.”

PRODUCT CONFORMANCE: The products provided shall meet the salient characteristics of this Item Purchase Description, conform to the producer's own drawings, specifications, standards, and quality assurance practices, and be the same product offered for sale in the commercial market. The Government reserves the right to require proof of such conformance.

PREPARATION FOR DELIVERY: The item(s) shall be packaged and packed to afford adequate protection against physical damage during shipment from the supplier to the first receiving activity. The pack shall comply with the rules and regulations applicable to the mode of transportation. The package shall be the same as that normally provided by the supplier. In the event a pallet or skid is used for shipping, the following notice shall apply:

Notice of special requirements for shipment to all countries that have endorsed the IPPC Guidelines for treatment of non-manufactured wood packaging: The International Plant Protection Convention (IPPC) has approved and published on March 15, 2002, “Guidelines for Regulating Wood Packaging Material in International Trade”. Countries endorsing the IPPC Guidelines can be found at the USDA.gov web site. Additionally, shipments delivered to DOD distribution facilities or freight consolidation points for eventual delivery to or through EU/IPPC countries shall comply with applicable DLA Regulation DLAD 47.305.1.

MARKING: Shipments to GSA and other civilian agencies shall be marked in accordance with FED-STD-123. Shipments to the Department of Defense (DOD) shall be marked in accordance with MIL-STD-129.

2. NSN: 7220-00-991-0081

MAT, FLOOR (STANDING, ANTI-FATIGUE): Shall be The Hygenic Corporation P/N HR66, or equal, with the following characteristics. Shall be in accordance with Military Specification MIL-M-910F dated August 9, 1991, with the following characteristics:

Length - 72.0 inches Thickness - 0.469 inches minimum Width - 36.0 inches

Unit of issue - EA (each)

EXCEPTION TO SPECIFICATION: Table 1, column 2: for “compression set, percent, (max.)”, line 2 delete “66” and substitute “70”.

Rubber mats shall contain 75 to 100 percent postconsumer content and 85 to 100 percent recovered materials; Plastic mats shall contain 10 to 100 percent postconsumer content and 100 percent recovered materials as specified by the EPA Comprehensive Guideline for Procurement of Products Containing Recovered Materials; Recovered Materials Advisory Notice III; Final Rule (40 CFR Part 47), Federal Register/ Vol. 65, N0. 12/Wednesday, January 19, 2000/Rules and Regulations.

PRODUCT CONFORMANCE: The products provided shall meet the salient characteristics of this Item Purchase Description, conform to the producer's own drawings, specifications, standards, and quality assurance practices, and be the same product offered for sale in the commercial market. The Government reserves the right to require proof of such conformance.

PREPARATION FOR DELIVERY: The item(s) shall be packaged and packed to afford adequate protection against physical damage during shipment from the supplier to the first receiving activity. The pack shall comply with the rules and regulations applicable to the mode of transportation. The package shall be the same as that normally provided by the supplier. In the event a pallet or skid is used for shipping, the following notice shall apply:

Notice of special requirements for shipment to all countries that have endorsed the IPPC Guidelines for treatment of non-manufactured wood packaging: The International Plant Protection Convention (IPPC) has approved and published on March 15, 2002, “Guidelines for Regulating Wood Packaging Material in International Trade”. Countries endorsing the IPPC Guidelines can be found at the USDA.gov web site. Additionally, shipments delivered to DOD distribution facilities or freight consolidation points for eventual delivery to or through EU/IPPC countries shall comply with applicable DLA Regulation DLAD 47.305.1

MARKING: Shipments to GSA and other civilian agencies shall be marked in accordance with FED-STD-123. Shipments to the Department of Defense (DOD) shall be marked in accordance with MIL-STD-129.

3. NSN: 7220-00-634-0216

MAT, FLOOR (FOR HOSPITAL, SHIP, LABORATORY, AND BUILDING FLOORS): Shall be Pandel, Inc. P/N 6x1436018VLB4, or equal, with the following characteristics. Shall be in accordance with Purchase Description 7FXEDM5 dated October 24, 1997, with the following characteristics:

Material - rubber or vinyl Length - 36.0 inches Thickness - 0.25 inches minimum Width - 18.0 inches Color - black Pattern - ribbed (longitudinal corrugation)

Unit of issue - EA (each)

PRODUCT CONFORMANCE: The products provided shall meet the salient characteristics of this Item Purchase Description, conform to the producer's own drawings, specifications, standards, and quality assurance practices, and be the same product offered for sale in the commercial market. The Government reserves the right to require proof of such conformance.

PREPARATION FOR DELIVERY: The item(s) shall be packaged and packed to afford adequate protection against physical damage during shipment from the supplier to the first receiving activity. The pack shall comply with the rules and regulations applicable to the mode of transportation. The package shall be the same as that normally provided by the supplier. In the event a pallet or skid is used for shipping, the following notice shall apply:

Notice of special requirements for shipment to all countries that have endorsed the IPPC Guidelines for treatment of non-manufactured wood packaging: The International Plant Protection Convention (IPPC) has approved and published on March 15, 2002, “Guidelines for Regulating Wood Packaging Material in International Trade”. Countries endorsing the IPPC Guidelines can be found at the USDA.gov web site. Additionally, shipments delivered to DOD distribution facilities or freight consolidation points for eventual delivery to or through EU/IPPC countries shall comply with applicable DLA Regulations and Procurement Letter PROCLTR 02-17.

MARKING: Shipments to GSA and other civilian agencies shall be marked in accordance with FED-STD-123. Shipments to the Department of Defense (DOD) shall be marked in accordance with MIL-STD-129.

End of Item Purchase Description

The following clauses will be applicable to any orders issued under this standing quote agreement:

Packaging and Marking

D-FSS-456 PACKAGING AND PACKING (APR 1984)

(a) Packaging. Shall be in accordance with accepted commercial practice.

(b) Packing. Shall be packed to ensure carrier acceptance and safe delivery to the destination in containers complying with rules and regulations applicable to the mode of transportation.

552.211-73 MARKING (FEB 1996) 511.204(b)(1)

(a) General requirements. Interior packages, if any, and exterior shipping containers shall be marked as specified elsewhere in the contract. Additional marking requirements may be specified on delivery orders issued under the contract. If not otherwise specified, interior packages and exterior shipping containers shall be marked in accordance with the following standards.

(1) 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.

(2) 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.

(b) Improperly marked material. When Government inspection and acceptance are at destination, and delivered supplies are not marked in accordance with contract requirements, the Government has the right, without prior notice to the Contractor, to perform the required marking, by contract or otherwise, and charge the Contractor, therefore at the rate specified elsewhere in this contract. This right is not exclusive and is in addition to other rights or remedies provided for in this contract.

Note: “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 cocntract or otherwise, and charge the Contractor at the following rates: First Hour - $150.00; Each Additional Hour - $70.00; A minimum of 2 hours is required for each incident, making the minimum charge for remarking $220.00. 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 Service or a designee.”

552.211-75 PRESERVATION, PACKAGING, AND PACKING (FEB 1996) 511.204(b)(2) Unless otherwise specified, all items shall be preserved, packaged, and packed in accordance with normal commercial practices, as defined in the applicable commodity specification. Packaging and packing shall comply with the requirements of the Uniform Freight Classification and the National Motor Freight Classification (issue in effect at time of shipment) and each shipping container of each item in a shipment shall be of uniform size and content, except for residual quantities. Where special or unusual packing is specified in an order, but not specifically provided for by the contract, such packing details must be the subject of an agreement independently arrived at between the ordering agency and the Contractor.

552.211-77 PACKING LIST (FEB 1996) 511.204(c)

(a) A packing list or other suitable shipping document shall accompany each shipment and shall indicate:

(1) Name and address of the consignor;

(2) Name and complete address of the consignee;

(3) Government order or requisition number;

(4) Government bill of lading number covering the shipment (if any); and

(5) Description of the material shipped, including item number, quantity, number of containers, and package number (if any).

(b) When payment will be made by Government commercial credit card, in addition to the information in (a) above, the packing list or shipping document shall include:

(1) Cardholder name and telephone number and

(2) The term “Credit Card.”

552.211-86 MAXIMUM WEIGHT PER SHIPPING CONTAINER (JAN 2010) 511.204(b)(6) In no instance shall the weight of a shipping container and its contents exceed 23 kilograms (51 pounds), except when caused by –

Inspection and Acceptance

NO(S).

NAME OF

MANUFACTURER

PRODUCTION POINT

NAME, ADDRESS

(Including County), and

TELEPHONE NUMBER

INSPECTION POINT

(If other than Production Point)

1.

NOTE: If additional space is needed, the offeror may furnish the requested information by an attachment to the offer. If the offeror is not the manufacturer for this item please provide the DUNS number for your supplier.

DUNS #_________________________________________

Deliveries or Performance

(1) Free of expense to the Government, on board the carrier's conveyance, at a specified delivery point where the consignee's facility (plant, warehouse, store, lot, or other location to which shipment can be made) is located; and

(2) Supplies shall be delivered to the destination consignee's wharf (if destination is a port city and supplies are for export), warehouse unloading platform, or receiving dock, at the expense of the Contractor. The Government shall not be liable for any delivery, storage, demurrage, accessorial, or other charges involved before the actual delivery (or "constructive placement" as defined in carrier tariffs) of the supplies to the destination, unless such charges are caused by an act or order of the Government acting in its contractual capacity. If rail carrier is used, supplies shall be delivered to the specified unloading platform of the consignee. If motor carrier (including "piggyback") is used, supplies shall be delivered to truck tailgate at the unloading platform of the consignee, except when the supplies delivered meet the requirements of Item 568 of the National Motor Freight Classification for "heavy or bulky freight." When supplies meeting the requirements of the referenced Item 568 are delivered, unloading (including movement to the tailgate) shall be performed by the consignee, with assistance from the truck driver, if requested. If the Contractor uses rail carrier or freight forwarder for less than carload shipments, the Contractor shall ensure that the carrier will furnish tailgate delivery, when required, if transfer to truck is required to complete delivery to consignee.

(b) The Contractor shall--

(1) (i) Pack and mark the shipment to comply with contract specifications; or

(ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements;

(2) Prepare and distribute commercial bills of lading;

(3) Deliver the shipment in good order and condition to the point of delivery specified in the contract;

(4) Be responsible for any loss of and/or damage to the goods occurring before receipt of the shipment by the consignee at the delivery point specified in the contract;

(5) Furnish a delivery schedule and designate the mode of delivering carrier; and

(6) Pay and bear all charges to the specified point of delivery.

(c ) Time of Delivery. Notwithstanding the required time for delivery to destination as may be specified elsewhere in this contract, if shipments under this clause are mailed not later than five (5) calendar days before the required delivery date, delivery shall be deemed to have been made timely.

Contract Administration Data

552.216-72 PLACEMENT OF ORDERS (AUG 2010) (JAN2016) (ALTERNATE I – AUG 2010) 516.506(a)

(a) All delivery orders (orders) under this contract will be placed by theGeneral Services Administration's Federal Acquisition Service (FAS). TheContractor is not authorized to accept orders from any other agency. Violationof this restriction may result in termination of the contract pursuant to thedefault clause of this contract.

(b) All orders shall be placed by Electronic Data Interchange (EDI) using theAmerican National Standards Institute (ANSI) X12 Standard for Electronic DataInterchange (EDI) format.

(c) Ifthe Contractor agrees, transmission will be computertocomputer EDI. Ifcomputertocomputer EDI is not possible, FAS will use an alternative EDI methodallowing the Contractor to receive orders by facsimile transmission.

(d) When computertocomputer EDI procedures will be used to place orders,the Contractor shall enter into a Trading Partner Agreement (TPA) with FAS inorder to ensure mutual understanding by the parties of certain electronictransaction conventions and to recognize the rights and responsibilities of theparties as they apply to this method of placing orders. The TPA mustidentify, among other things, the third party provider(s) through whichelectronic orders are placed, the transaction sets used, security procedures,and guidelines for implementation.

(e) The Contractor shall be responsible for providing its own hardware andsoftware necessary to transmit and receive data electronically. Additionally, eachparty to the TPA shall be responsible for the costs associated with its use ofthird party provider services.

(f) Nothing in the TPA will invalidate any part of this contract between theContractor and the General Services Administration. All terms andconditions of this contract that otherwise would be applicable to a mailed ordershall apply to the electronic order.

(g) The basic content and format of the TPA will be provided by:

General Services Administration Officeof the Chief Information Officer (I), Contact information can be found at: http://www.gsa.gov/portal/category/21404.

G-FSS-900-A CONTACT FOR CONTRACT ADMINISTRATION (JAN 1994)

Offerors are required to designate a person to be contacted for prompt contract administration.

NAME

TITLE

ADDRESS

(b) All offerors are cautioned that if the payment address shown on an invoice differs from that shown above, the address above will govern. Payment to any other address, except as provided for through EFT payment methods, will require an administrative change to the contract.

Contract Clauses

(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 Government wide 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 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;

(iii) Contract number, contract 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) 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.

(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 contract 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 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 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, Unauthorized Obligations, and Commercial Supplier Agreements – Unenforceable Clauses paragraphs of this clause,

(3) The clause at 52.212-5,

(4) Solicitation provisions if this is a solicitation.

(5) Other paragraphs of this clause.

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

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) System for Award Management (SAM).

(1) Unless exempted by an addendum to this contract, the Contractor is responsible during performance and through final payment of any contract for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(2) (i) If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day’s written notification of its intention to (A) change the name in the SAM database; (B) comply with the requirements of Subpart 42.12; and (C) agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor must provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Contractor fails to comply with the requirements of paragraph (t)(2)(i) of this clause, or fails to perform the agreement at paragraph (t)(2)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(3) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see Subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM database. Information provided to the Contractor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the “Suspension of payment” paragraph of the EFT clause of this contract.

(4) Offerors and Contractors may obtain information on registration and annual confirmation requirements via SAM accessed through https://www.acquisition.gov.

(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 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 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.

(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 (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…