951700-22-R-0012 USAGM HVAC Djibouti RFP.pdf

USAGM HVACAND CONTROLSMAINTENANCE SERVICES AT

RADIO-TELEVISION DE DJIBOUTI PK12STATION.

Date: April 04, 2022

To: Prospective Offerors

Subject: Request for Proposal number 951700-22-R-0012

Enclosed is a Request for Proposals (RFP) for HVAC and controls maintenance services for USAGM equipment in operation at the Radio-Television Djibouti PK 12 Station. The HVAC and controls equipment support operation of high power USAGM broadcast equipment located in Djibouti City, Republic of Djibouti, Africa. If you would like to submit a proposal, follow the instructions in Section L of the solicitation, complete the required portions of the attached document, and submit your proposal via email to Contract Specialist, Rodney Nelson: rnelson@usagm.gov with a copy to Contracting Officer, Tisa Harvin: tharvin@usagm.gov.

The U.S. Government intends to award a firm-fixed-price (FFP) commercial contract to the responsible offeror submitting a proposal which has been determined to be the best value to the Government. USAGM intends to award a contract based on initial proposals without holding discussions, although USAGM reserves the right to conduct discussions with the offeror or offerors.

Proposals are due by Thursday, April 28, 2021, 12:00 Noon U.S. Eastern Daylight Time.

Sincerely, Tisa Harvin, Contracting Officer Office of Management Services/Contracts U.S. Agency for Global Media (USAGM) 330 Independence Avenue, SW Washington, D.C. 20237 tharvin@usagm.gov Office Phone: (202) 920-2307

Tisa Harvin

Digitally signed by Tisa Harvin Date: 2022.04.04 09:32:49 -04'00'

USAGM HVAC AND CONTROLS MAINTENANCE SERVICES AT

RADIO-TELEVISION DE DJIBOUTI PK 12 STATION

Request for Proposals 951700-22-R-0012

SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 OVERVIEW

This is a CONTRACT (hereinafter "Contract") between the U.S. Agency for Global Media (hereinafter referred to as the "USAGM"), an entity of the Government of the United States of America, with its headquarters located at 330 Independence Avenue, SW, Washington, DC, 20237, U.S.A. and (TBD) (hereinafter "Contractor").

The Contractor shall provide HVAC and controls maintenance services as listed in the Statement of Work. The HVAC equipment is located at the Radio-Television Djibouti PK 12 Station, which houses high power USAGM broadcast equipment.

B.1.1 Acquisition Authority: This acquisition is conducted under the authority of the Federal Acquisition Regulation (FAR) Subpart 13.5 - Simplified Procedures for Certain Commercial Items and FAR Part 12 - Acquisition of Commercial Items. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2022-04; dated 01/30/2022. To view the latest Federal Acquisition Circulars (FAC) go to https://www.regulations.gov.

B.1.2 Contract Type: This is a firm fixed-price (FFP) contract to provide HVAC and controls maintenance services in Djibouti. The Contractor shall establish a series of routine inspection and maintenance/repair services, and provide emergency repair services for all HVAC equipment as set forth in Section C of this contract.

B.1.3 Severable Services: The services acquired under this Contract contain severable services. Funds are only available for use for the contract line item (CLIN) to which they are obligated. Unused funds from one CLIN may not rollover for use in other CLINs.

B.1.4 Contract Period of Performance Base Period: June 01, 2022 – May 30, 2023 Option Year 1: June 01, 2023 – May 30, 2024 Option Year 2: June 01, 2024 – May 30, 2025 Option Year 3: June 01, 2025 – May 30, 2026 Option Year 4: June 01, 2026 – May 30, 2027

Request for Proposals 951700-22-R-0012

B.2 BASE AND OPTION PERIOD PRICING, STANDARD SERVICES

B.2.1 Base Period: June 01, 2022 – May 30, 2023

CLIN DESCRIPTION QTY PRICE/MONTH PRICE/YEAR

Base Period HVAC and controls maintenance services in Djibouti. (C.1) 12 MO $ $

B.2.2 Option Period One: June 01, 2023 – May 30, 2024

Option Period One HVAC and controls maintenance services in Djibouti. (C.1) 12 MO $ $

B.2.3 Option Period Two: June 01, 2024 – May 30, 2025

Option Period Two HVAC and controls maintenance services in Djibouti. (C.1) 12 MO $ $

B.2.4 Option Period Three: June 01, 2025 – May 30, 2026

Option Period Three HVAC and controls maintenance services in Djibouti. (C.1) 12 MO $

B.2.5 Option Period Four: June 01, 2026 – May 30, 2027

Option Period Four HVAC and controls maintenance services in Djibouti. (C.1) 12 MO $ $

TOTAL STANDARD SERVICES, BASE PLUS

OPTION PERIODS: $

B.3 BASE AND OPTION PERIOD PRICING, EMERGENCY PARTS, MATERIALS, &

SERVICES.

B.3.1 Base Period: June 01, 2022 – May 30, 2023

CLIN DESCRIPTION QTY PRICE/YEAR

1001 Emergency Parts, Materials & Services, (C.2) Not To Exceed NTE $4,000.00

B.3.2 Option Period One: June 01, 2023 – May 30, 2024

1002 Emergency Parts, Materials & Services, (C.2) Not To Exceed NTE $4,000.00

B.3.3 Option Period Two: June 01, 2024 – May 30, 2025

1003 Emergency Parts, Materials & Services, (C.2) Not To Exceed NTE $4,000.00

B.3.4 Option Period Three: June 01, 2025 – May 30, 2026

1004 Emergency Parts, Materials & Services, (C.2) Not To Exceed NTE $4,000.00

B.3.5 Option Period Four: June 01, 2026 – May 30, 2027

1005 Emergency Parts, Materials & Services, (C.2) Not To Exceed NTE $4,000.00

TOTAL EMERGENCY PARTS, MATERIALS & SERVICES, BASE

PLUS OPTION PERIODS (NOT TO EXCEED): $20,000.00

The fixed daily rate for Emergency Services for the Base and Option Periods is as follows:

B.3.1 - Base Period Fixed Rates per location/per day: $ _______ B.3.2 - Option Year One Fixed Rates per location/per day: $ _______ B.3.3 - Option Year Two Fixed Rates per location/per day: $ _______ B.3.4 - Option Year Three Fixed Rates per location/per day: $ _______ B.3.5 - Option Year Four Fixed Rates per location/per day: $ _______

Emergency parts, materials and services are defined as parts and materials not covered under routine maintenance, required in an expedited fashion to the station, due to the critical nature of the part or material, to keep the USAGM broadcast systems operating.

The cost of Emergency Parts, Materials and Services made in support of continuing station operation is not to exceed $4,000.00 annually, (End of Section B)

SECTION C – DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

USAGM HVAC AND CONTROLS MAINTENANCE SERVICES AT RADIO-TELEVISION OF

DJIBOUTI PK 12 STATION.

C.1 SCOPE OF WORK – STANDARD SERVICES

The Contractor shall provide USAGM HVAC and controls maintenance standard services at the Radio- Television of Djibouti PK 12 Station in accordance with statement of work. The Contractor shall provide all of the following services as specified by the equipment manufacturer and required by USAGM.

The Contractor shall provide monthly maintenance and emergency repairs on the HVAC units listed in the following chart:

Description Model Make 1 Chiller CGAM039EJ Trane 2 Chiller CGAM040E Trane 3 Centrale Trait Air CCEA3SE3 Trane 4 Rooftop TSC200FDR Trane 5 Rooftop TSC 090EDR0A Trane 6 Wall mounted Unit WA48A2 BARD 7 Wall mounted Unit WA48A2 BARD 8 Wall mounted Unit W70A2 BARD 9 Wall mounted Unit W70A2 BARD 10 Wall mounted Unit W70A2 BARD 11 Wall mounted Unit W30A2 BARD 12 Wall mounted Unit W30A2 BARD 13 Heat exchanger THALES THALES 14 Heat exchanger THALES THALES 15 Split AC TRANE TRANE

The Contractor shall report any additional required repairs and/or corrections.

The Contractor must be a manufacturer certified, fully qualified service agency capable of performing the services specified and providing original equipment manufacturer repair parts. The Contractor shall provide all labor and equipment/ instruments required for testing and calibration work for the performance of the contract. The Contractor shall supply spare or replacement parts needed and ensure stock is available to prevent broadcast outages. Spare and replacement that are not original equipment manufacturer parts require prior approval of USAGM before they are provided. All material supplies and services shall conform to local regulations and equipment manufacturer specifications. Contractors are required to provide warranties on all parts and supplies provided and/or installed under this contract, the warranty shall apply to all services provided under this contract. (See Section I, Contract Clauses, FAR 52.212-4, FAR 52.246-17 and FAR 52.246-20.)

Work will be performed with station personnel present. The station will provide the Contractor access to the facility. The station will provide electrical power and water necessary to carry out the contracted tasks.

The Contractor must be able to communicate in English, French, and other local languages in Djibouti. All contractor personnel working on equipment must be factory trained and certified in maintenance, repair, and operation of the HVAC equipment shown in the chart on page 9 of this section. All work must be done in a professional manner. Care shall be taken that the work areas are kept clean. The Contractor shall follow all required security and safety procedures at the station.

The Contractor must possess any insurance, licenses and/or permits required to do business in Djibouti, and all work must meet local/national laws and codes.

The Contractor shall document all maintenance and repair activities via a logbook of service calls that will accurately describe the work performed and parts replaced. The logbook of service calls shall be made available for USAGM review upon request.

C.1.1 WORK SCHEDULE - STANDARD SERVICES

The Contractor must be available per the following schedule. Standard services are to be provided during the following hours: 07:00am to 12:30pm and 15:00om to 18:00pm Saturdays through Wednesdays, 07:00am to 12:30pm Thursdays.

C.2 EMERGENCY PARTS, MATERIALS & SERVICES

It is anticipated that occasionally the Contractor will be required to obtain urgent parts and materials needed to complete emergency repairs. The Contractor must respond on-site to emergency calls within 48 hours when the emergency does not involve an associated broadcast equipment outage. If the emergency involves associated broadcast equipment being off the air, the Contractor must respond within not more than 8 hours.

With approval of the Contracting Officer or the Contracting Officer Representative, the Contractor has the authority to proceed with purchase of urgent parts and materials to effect immediate repairs, and to invoice for said repairs in the next invoice period within the established not to exceed (NTE) amount.

Emergency parts, materials and services are defined as parts and materials not covered under routine maintenance, required in an expedited fashion to the station, due to the critical nature of the part or material, to keep the USAGM broadcast systems operating.

USAGM will pay the Contractor the fixed rate per day for emergency services. The fixed rate per day for performing these emergency services will cover the on-site performance by individuals having the required skillsets to correct any technical issues that effect continuing operation of HVAC systems and controls.

The fixed rate per day covers a time period up to 24 hours and is otherwise in accordance with 52.216-30(b)

(which sets forth the costs included in "fixed hourly rates"). Supporting documentation including a description of the urgent requirement is to be submitted to the Contracting Officer Representative (COR) within 48 hours of the emergency repair.

The Contractor shall also be reimbursed the actual reasonable cost of emergency parts and material purchases.

The cost of Emergency Parts, Materials and Services made in support of continuing station operation is not to exceed $4,000.00 annually, If an emergency situation requires parts and supplies exceeding the established NTE amount, the Contractor shall contact the COR and Contracting Officer via email not later than the next working day and provide a description of the urgent requirement and estimated cost to repair. Urgent repairs and services that exceed the established NTE shall be provided by the Contractor within 24 hours following the issuance of a Contract Modification by the Contracting Officer.

C.2.1 WORK SCHEDULE - EMERGENCY PARTS, MATERIALS & SERVICES

The Contractor must be available to provide Emergency Parts, Materials & Services as needed 24 hours per day, seven days per week to respond to on-site to emergency calls.

(End of Section C)

SECTION D – PACKAGING AND MARKING

D1. PACKAGING

All items delivered hereunder shall be preserved, packaged, and packed in accordance with the Contractor's best standard commercial practices unless otherwise stated in the Contract to ensure protection against deterioration and physical damage during the entire shipment and handling cycle from the Contractor's source of supply to the ultimate destination at the Government's premises.

D2. MARKING

At a minimum, each of the Contractor's shipping containers and packages/ cartons/ boxes/ envelopes shall be plainly and indelibly marked to show the: (a) consignee's name, organization, complete mailing address, and local telephone number, (b) Contract number, (c) Contract Modification , (d) a brief description of the contents, (e) quantity, (f) Contractor's name, and (g) any other markings that may be given to the Contractor by the Government prior to any delivery.

(End of Section D)

SECTION E – INSPECTION AND ACCEPTANCE

E.1 52.246-4 INSPECTION OF SERVICES-FIXED PRICE (AUG 1996)

(a) Definition. "Services," as used in this clause, includes Services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterward as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform to contract requirements, the Government may require the

Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by re-performance, the Government may-

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may:

(1) Contract or otherwise, perform the services and charge to the Contractor any cost incurred by the

Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

(End of clause)

(End of Section E)

SECTION F – DELIVERIES OR PERFORMANCE

Please refer to Sections B and C for descriptions of deliveries and performance.

(End of Section F)

USAGM HVAC AND CONTROLS MAINTENANCE SERVICES FOR

RADIO-TELEVISION DE DJIBOUTI – PK 12 STATION

SECTION G – CONTRACT ADMINISTRATION DATA

G.1 CONTRACTING OFFICER’S REPRESENTATIVE

The Contracting Officer will appoint by letter a Contracting Officer’s Representative (COR) who will have the responsibility of ensuring that the work confirms to the requirements of this Contract and such other responsibilities and authorities as may be specified in the letter of authorization or in this Contract. It is understood and agreed, in particular, that the COR shall not have the authority to make changes to the scope or terms and conditions of the contract unless and only to the extent that such authority is specified in the letter of authorization or in the contract.

THE CONTRACTOR IS HEREBY FOREWARNED THAT, THE CONTRACTING OFFICER’S

REPRESENTATIVE (COR) CANNOT MAKE ANY CHANGES TO THE CONTRACT WITHOUT PRIOR

WRITTEN AUTHORITY FROM THE CONTRACTING OFFICER. THE CONTRACTOR SHALL BE HELD

FULLY RESPONSIBLE FOR ANY CHANGES NOT AUTHORIZED IN ADVANCE IN WRITING BY THE

CONTRACTING OFFICER. THE CONTRACTOR MAY BE DENIED COMPENSATION OR OTHER RELIEF

FOR ANY ADDITIONAL WORK PERFORMED THAT IS NOT AUTHORIZED IN ADVANCE IN WRITING BY

THE CONTRACTING OFFICER. THE CONTRACTOR MAY ALSO BE REQUIRED, AT NO ADDITIONAL

COST TO THE GOVERNMENT, TO TAKE ALL CORRECTIVE ACTIONS NECESSITATED BY REASON OF

ANY UNAUTHORIZED CHANGES PERFORMED BY THE CONTRACTOR WITHOUT SPECIFIC ADVANCE

WRITTEN AUTHORIZATION FROM THE CONTRACTING OFFICER.

The COR, is responsible for the program related activities, including reporting, communications. The COR contact information is:

Name: Ken Claerbout, Supervisory Electronics Engineer Address: Broadcast Technologies Division/Engineering & Transmission Directorate The U.S. Agency for Global Media (USAGM) 330 Independence Avenue, SW Washington, DC 20237 E-mail: kclaerbo@usagm.gov Telephone: Office: (202) 920-2172

G.2 CONTRACTING OFFICER

The CO has the overall responsibility for administration of the contract. The CO, without right of delegation, is the only authorized individual to take actions on behalf of the Government to amend, modify or deviate from the contract terms, conditions, requirements, specifications, details and/or delivery schedules. Unless otherwise delegated, only the designated CO has oversight of the contract as a whole. The CO for this contract is:

Name: Tisa Harvin, Contracting Officer Address: Office of Management Services/ Contracts The U.S. Agency for Global Media (USAGM) 330 Independence Avenue, SW Washington, DC 20237 E-mail: tharvin@usagm.gov Phone: (202)-920-2307

G.3 CONTRACT SPECIALIST

All communications pertaining to contractual and/or administrative matters under this Contract shall be sent to the Contract Specialist:

Name: Rodney Nelson, Contract Specialist (Contractor) Address: Office of Management Services/ Contracts The U.S. Agency for Global Media (USAGM) 330 Independence Avenue, SW Washington, DC 20237 E-mail: rnelson@usagm.gov Phone: (202) 379-6014

G.4 CONTRACTOR POINTS OF CONTACT

Contractor’s Contract Administrator

In the event your firm receives a contract as a result of this solicitation, designate a person whom the Government may contact during the period of the contract for prompt contract administration.

Name:

Title:

Address:

Phone:

E-mail:

(End of Section G)

SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1 TECHNICAL POINT OF CONTACT/KEY PERSONNEL

The Contractor shall designate a Project Manager who will be considered key personnel. The Project Manager will serve as the in-country technical point of contact and provide his/her name and phone number to the Contracting Officer in writing. This individual shall be the contact for coordination with the Government and shall have authority to make schedule and pricing decisions without recourse to higher authority in the Contractor's firm. He/she shall manage and coordinate the activities of all of the technical disciplines, support staff, and any subcontractors used by the Contractor to perform the work required by this contract. This individual may be the same person as designated in Section G.4 of this Contract entitled "Contractor’s Contract Administrator" of this Contract.

(End of Section H)

SECTION I – CONTRACT CLAUSES

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This Contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these addresses:

http://acquisition.gov/far/index.html These addresses are subject to change. You may also use an Internet “search engine” (for example, Google, Yahoo, Excite) to obtain the latest location of the most current FAR.

The following Federal Acquisition Regulation clause(s) is/are incorporated by reference:

FAR Clause Title Date

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACT PERSONNEL JAN 2011

52.204-12 UNIQUE ENTITY IDENTIFIER MAINTENANCE OCT 2016

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING AUG 2020

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS JUNE 2013

THE FOLLOWING FAR CLAUSES ARE PROVIDED IN FULL TEXT:

52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (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 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 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.

Request for Proposals 951700-22-R-0012

(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

Request for Proposals 951700-22-R-0012

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

Request for Proposals 951700-22-R-0012 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

Request for Proposals 951700-22-R-0012

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)

52.212-5 Contract Terms and Conditions—Commercial Products and Commercial Services (Jan 2022)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Nov 2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment . (Nov 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(5) 52.233-3, 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. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

__ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with Alternate I (Nov 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 2402).

X_ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

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

__ (5) [Reserved].

Request for Proposals 951700-22-R-0012

__ (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 . (Nov 2021) ( 31 U.S.C. 6101 note).

__ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (Oct 2018) ( 41 U.S.C. 2313).

__ (10) [Reserved].

__ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Sep 2021) ( 15 U.S.C.

657a).

__ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (Sep 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer ) ( 15 U.S.C. 657a).

__ (13) [Reserved] __ (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-6.

__ (15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (Nov 2020) ( 15 U.S.C. 644).

__ (ii) Alternate I (Mar 2020) of 52.219-7.

__ (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 (Nov 2021) ( 15 U.S.C. 637(d)(4)).

__ (ii) Alternate I (Nov 2016) of 52.219-9.

__ (iii) Alternate II (Nov 2016) of 52.219-9.

__ (iv) Alternate III (Jun 2020) of 52.219-9.

__ (v) Alternate IV (Sep 2021) of 52.219-9.

__ (18) (i) 52.219-13, Notice of Set-Aside of Orders (Mar 2020) ( 15 U.S.C. 644(r)).

__ (ii) Alternate I (Mar 2020) of 52.219-13.

__ (19) 52.219-14, Limitations on Subcontracting (Sep 2021) ( 15 U.S.C. 637s).

__ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Sep 2021) ( 15 U.S.C.

637(d)(4)(F)(i)).

__ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Sep 2021) ( 15 U.S.C. 657f).

__ (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (Sep 2021) ( 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 (Sep 2021) ( 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 (Sep 2021) ( 15 U.S.C. 637(m)).

__ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (Mar 2020) ( 15 U.S.C.

644(r)).

X_ (26) 52.219-33, Nonmanufacturer Rule (Sep 2021) ( 15U.S.C. 637(a)(17)).

X__ (27) 52.222-3, Convict Labor (Jun 2003) (E.O.11755).

X_ (28) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2022) (E.O.13126).

X_ (29) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

__ (30) (i) 52.222-26, Equal Opportunity (Sep 2016) (E.O.11246).

__ (ii) Alternate I (Feb 1999) of 52.222-26.

__ (31) (i) 52.222-35, Equal Opportunity for Veterans (Jun 2020) ( 38 U.S.C. 4212).

__ (ii) Alternate I (Jul 2014) of 52.222-35.

__ (32) (i) 52.222-36, Equal Opportunity for Workers with Disabilities (Jun 2020) ( 29 U.S.C. 793).

__ (ii) Alternate I (Jul 2014) of 52.222-36.

__ (33) 52.222-37, Employment Reports on Veterans (Jun 2020) ( 38 U.S.C. 4212).

Request for Proposals 951700-22-R-0012

__ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

X_ (35) (i) 52.222-50, Combating Trafficking in Persons (Nov 2021) ( 22 U.S.C. chapter 78 and E.O. 13627).

__ (ii) Alternate I (Mar 2015) of 52.222-50 ( 22 U.S.C. chapter 78 and E.O. 13627).

__ (36) 52.222-54, Employment Eligibility Verification (Nov 2021) . (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

__ (37) (i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (May 2008) ( 42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

__ (ii) Alternate I (May 2008) of 52.223-9 ( 42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

X_ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (Jun 2016) (E.O. 13693).

X_ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (Jun 2016) (E.O. 13693).

__ (40) (i) 52.223-13, Acquisition of EPEAT®-Registered Imaging Equipment (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Oct 2015) of 52.223-13.

__ (41) (i) 52.223-14, Acquisition of EPEAT®-Registered Televisions (Jun 2014) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun2014) of 52.223-14.

__ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (May 2020) ( 42 U.S.C.

8259b).

__ (43) (i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (Oct 2015) (E.O.s 13423 and 13514).

__ (ii) Alternate I (Jun 2014) of 52.223-16.

X_ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Jun 2020) (E.O. 13513).

X_ (45) 52.223-20, Aerosols (Jun 2016) (E.O. 13693).

X_ (46) 52.223-21, Foams (Jun2016) (E.O. 13693).

__ (47) (i) 52.224-3 Privacy Training (Jan 2017) (5 U.S.C. 552 a).

__ (ii) Alternate I (Jan 2017) of 52.224-3.

__ (48) 52.225-1, Buy American-Supplies (Nov 2021) ( 41 U.S.C. chapter 83).

__ (49) (i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (Nov 2021) ( 41 U.S.C.chapter83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub.

L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

__ (ii) Alternate I (Jan 2021) of 52.225-3.

__ (iii) Alternate II (Jan 2021) of 52.225-3.

__ (iv) Alternate III (Jan 2021) of 52.225-3.

__ (50) 52.225-5, Trade Agreements (Oct 2019) ( 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

X_ (51) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2021) (E.O.’s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

__ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C.

2302Note).

__ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov2007) ( 42 U.S.C. 5150).

__ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov2007) (

Request for Proposals 951700-22-R-0012

42 U.S.C. 5150).

X_ (55) 52.229-12, Tax on Certain Foreign Procurements (Feb 2021).

__ (56) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (Nov 2021) ( 41 U.S.C. 4505, 10 U.S.C. 2307(f)).

__ (57) 52.232-30, Installment Payments for Commercial Products and Commercial Services (Nov 2021) ( 41 U.S.C. 4505, 10 U.S.C. 2307(f)).

X_ (58) 52.232-33, Payment by Electronic Funds Transfer-System for Award Management (Oct2018) ( 31 U.S.C. 3332).

__ (59) 52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) ( 31 U.S.C. 3332).

__ (60) 52.232-36, Payment by Third Party (May 2014) ( 31 U.S.C. 3332).

__ (61) 52.239-1, Privacy or Security Safeguards (Aug 1996) ( 5 U.S.C. 552a).

__ (62) 52.242-5, Payments to Small Business Subcontractors (Jan 2017) ( 15 U.S.C. 637(d)(13)).

X_ (63) (i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Nov 2021) ( 46 U.S.C. 55305 and 10 U.S.C. 2631).

__ (ii) Alternate I (Apr 2003) of 52.247-64.

__ (iii) Alternate II (Nov 2021) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

[Contracting Officer check as appropriate.]

__ (1) 52.222-41, Service Contract Labor Standards (Aug 2018) ( 41 U.S.C. chapter67).

__ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 2014) ( 29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (Aug 2018) ( 29 U.S.C. 206 and 41 U.S.C. chapter 67).

__ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (May 2014) ( 29U.S.C.206 and 41 U.S.C. chapter 67).

__ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment -Requirements (May 2014) ( 41 U.S.C. chapter 67).

__ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (May 2014) ( 41 U.S.C. chapter 67).

__ (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (Jan 2022).

__ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2022) (E.O. 13706).

X_ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) ( 42 U.S.C. 1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid , is in excess of the simplified acquisition threshold , as defined in FAR 2.101, on the date of award of this contract , and does not contain the clause at 52.215-2, Audit and Records-Negotiation.

(1) The Comptroller General of the United States , or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor ’s directly pertinent records involving transactions related to this contract .

(2) The Contractor shall make available at its offices at all reasonable times the records, materials , Request for Proposals 951700-22-R-0012 and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract . If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data , regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1) in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Nov 2021) ( 41 U.S.C. 3509).

(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan…