Attachment_A_Instructions_to_Vendors_and_SOW.pdf

RFQ

ATTACHMENT A

Document No.

140G0125Q0212

Document Title

Multiple Award BPA: International Vehicle and Vessel Insurance

INSTRUCTION TO VENDORS

A discounted Open Market firm-fixed priced quotation and technical quotation package shall be submitted by

9:00 AM EST, Tuesday, September 12, 2025, for the establishment of a BPA for International Vehicle and Vessel Insurance. This is a Small Business Set Aside. This will be a multiple award BPA. Quotations shall be submitted to the Contract Specialist via email at lwilliamsgs.gov and subject line shall include

Solicitation #140G0125Q0212. Faxed quotations will not be accepted. Vendor shall supply the USGS with a thorough quotation package demonstrating how they meet all requirements within the SOW. Quotation package shall be thorough enough to allow the USGS to perform a proper evaluation.

The following additional information must be supplied along with your quotation.

Failure to submit this information may deem your quotation non-responsive and your quotation may not be considered:

I. Thorough description of how the vendor plans to meet the requirements of the Statement of Work, including

All-Inclusive Pricing of all firm-fixed price costs associated with all supplies and services requested in the

Statement of Work (SOW):

a. Price per vehicle or vessel, per year, (vendor shall enter these amounts into the pricing columns on

Attachment B) Pricing will be for the Base Period and four (4) twelve (12) month option periods as follows:

Base Period: 09/15/2025 – 09/14/2026

Option Period One (1): 09/15/2026 – 09/14/2027

Option Period Two (2): 09/15/2027 – 09/14/2028

Option Period Three (3): 09/15/2028 – 09/14/2029

Option Period Four (4): 09/15/2029 – 09/14/2030

Prices shall be All-Inclusive: (Policy and Cost of Issuance)

II. Tax identification number (TIN)

III. Business Size Classification

IV. Unique Entity Identifier (UEI)

V. Three references:

a) Government or Commercial

b) Services performed must include insurance services similar to the requirement described in the attached

SOW

c) For work performed within the last two years

d) Include brief description of work, company/agency name, contact name, address, and telephone number

VI. Technical Capabilities Statement (brief overview of the vendor’s capabilities relating to the SOW) mailto:ndemby@usgs.gov

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AWARD CRITERIA:

Award will be made based on the lowest price technically acceptable (LPTA) quotations based on the following, not listed in any particular order:

• Submittal of a Technically Responsive quote based on the requested information listed in the

Statement of Work and Instructions to Vendors:

The vendor will be responsible for submitting a thorough technical quotation package which will allow the USGS to perform a proper evaluation. Failure to submit any requested information listed within the

Statement of Work or Instructions to Vendors may deem your quotation not technically acceptable.

**Vendor quotation must address how the vendor will provide all deliverables and conform to the terms and conditions of the Blanket Purchase Agreement. Failure to do so may deem the vendor “Not

Technically Acceptable.”**

• Experience: Vendor experience with the task outlined in the Statement of Work/Specifications

• Past Performance: Vendor shall provide three (3) past performance references as described in number

V above.

Award decision: The award will be made to the vendors that have been found to be technically acceptable and also the vendors who quote the lowest total sum of the line items provided in the “Attachment B”.

All questions shall be submitted via email to lwilliams@usgs.gov no later than 9:00 AM Eastern Time, Monday, September 8, 2025. Vendors are urged to select one (1) representative from their firm to present all questions. Phone call and late questions will not be accepted.

(End of Instruction to Vendors) mailto:lwilliams@usgs.gov

Document No.

140G0125Q0212

Document Title

United States Department of the Interior

U.S. GEOLOGICAL SURVEY

Office of Acquisition and Grants

12201 Sunrise Valley Drive - MS 205

Reston, Virginia 20192

BLANKET PURCHASE AGREEMENT (BPA) STATEMENT OF WORK

FOR USGS INTERNATIONAL VEHICLE/VESSEL INSURANCE COVERAGE

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A. Background

This is a Multiple - Vendor Blanket Purchase Agreement (BPA) for international vehicle and vessel insurance coverage services, to be available to USGS offices. This BPA will provide USGS personnel with a source for use as the mandatory first option for satisfying USGS’s need for international vehicle and vessel insurance services. The vendor, hereafter referred to as “the contractor,” agrees to abide by the terms and conditions of this Statement of Work (SOW).

B. General Requirements

The contractor shall fully comply with all specifications and the specific terms and conditions contained in this

BPA.

The contractor shall ensure that all costs for performing under this BPA, including delivery, payment by purchase card, and any other deliverables or requirements set forth in this BPA, are included in the prices for the services ordered. Unless specifically authorized in the BPA, USGS will not be responsible for paying for any costs or prices other than those for the services rendered which have been accepted by USGS. The price list is located in Appendix A (attached).

The contractor shall retain the order history of all cardholders as a means to assist them with repeat orders. A vendor-provided online ordering system shall offer users the option of viewing their previous purchases, and a short-cut process to place repeat orders.

The contractor shall provide all reports electronically, in accordance with the schedule identified in Section H, Deliverables. The contractor shall document all rejected work and provide associated reports in accordance with the Section H, Deliverables.

Payments: for calls under the micro-purchase limit (less than $2,500.00 per call) under this BPA will be made by USGS cardholders listed under “E. Ordering Procedures” using a Government Purchase Card. For calls over the micro-purchase limit (greater than $2,500.00 per call) under this BPA, Firm-Fixed Price Task orders

(BPA calls) will be issued to the contractor from a Contracting Officer of the USGS National Office of

Acquisitions and Grants.

The contractor shall maintain a customer service telephone line during the hours of 8:00 a.m. to 5:00 p.m., Monday through Friday (vendor’s local time zone). The customer service telephone line is not required on the following Federal holidays:

New Year’s Day

Birthday of Martin Luther King, Jr.

President’s Day

Memorial Day

Independence Day

Labor Day

Columbus Day

Veteran’s Day

Thanksgiving Day

Christmas Day

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C. Blanket Purchase Agreement (BPA) Estimated Amounts and Period of Performance

Estimated BPA Amounts - USGS estimates but does not guarantee that the volume of purchases through this agreement may be up to $249,999.00 over a period of five (5) years. USGS is obligated only to the extent of authorized purchases actually made under the BPA issued pursuant to this document.

Period of Performance – The anticipated period of performance is stated below:

D. Ordering Procedures / Task Order Issuance

The effective ordering period for this BPA is from date of issuance until five (5) years or it is canceled by either party. Upon cancellation/expiration, delivery or performance of outstanding orders under the terms and conditions herein may continue for the period of 30 days after which time any remaining services will be considered canceled.

The Government is obligated under this BPA only to the extent of call orders placed by authorized individuals.

The contractor is cautioned that acceptance of calls from personnel other than those authorized herein, may jeopardize payment.

Individual ordering authority is shown in the following paragraph. Requirements will not be split for the purpose of staying under $2,500.00 or individual limits of authority. The individuals authorized to place calls under this BPA, and the limits of their procurement authority, are listed below.

For calls under the micro-purchase limit (less than $2,500.00 per call) under this BPA will be made by the following USGS cardholders using a Government Purchase Card:

Base Year

09/15/2025 through 09/14/2026

Option Period One (1)

09/15/2026 through 09/14/2027

Option Period Two (2)

09/15/2027 through 09/14/2028

Option Period Three (3)

09/15/2028 through 09/14/2029

Option Period Four (4)

09/15/2029 through 09/14/2030

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Authorized BPA Callers

Call limit: $2,500.00 (purchase card)

Center POC POC Email

WAWSC TBA TBA

WAWSC TBA TBA

New England WSC (GGENLG) TBA TBA

NYWSC TBA TBA

NYWSC TBA TBA

MCR TBA TBA

MCR TBA TBA

WY-MT WSC TBA TBA

NOROCK TBA TBA

GLSC TBA TBA

DWSC TBA TBA

NPWRC TBA TBA

UMid TBA TBA

UMESC TBA TBA

UMESC TBA TBA

For calls over the micro-purchase limit (greater than $2,500.00 per call) under this BPA, Firm-Fixed Price

Task orders will be issued to the contractor only from a Warranted Contracting Officer of the USGS

National Office of Acquisitions and Grants.

The contractor shall provide a means by which cardholders can place orders by telephone and/or the internet.

Authority to Place Orders - All orders placed with the contractor under this BPA must be accompanied by a

USGS purchase card account number or Purchase Order number. The contractor shall maintain a current and accurate listing of the Purchase Card Holders. These cardholders have been granted the authority to place orders and commit Government funds to the maximum dollar authority granted to the Purchase Card. The contractor shall ensure proper electronic authorization is received for each Purchase Card Order before filling the order.

BPA Calls: The Contractor shall provide services only in performance of BPA orders and revisions that are executed in writing by an authorized Contracting Officer (CO). Costs not attributed to the performance of a specific order will not be allowed without prior written authorization of an authorized CO. The USGS will not reimburse for costs of preparing quotes of any submittals not required by the CO as a result of any orders.

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When requesting technical and cost submittals from the contractor, the authorized USGS Program Office official will inform the Contractor of the following requirements:

• Deliverables and deliverable schedule.

The Contractor is required to provide quotations to the Contract Specialist that are responsive to any requests for quote (RFQs) including the items listed above, prior to the issuance of any task orders exceeding the micro-purchase limit.

Limits – The total amount of all calls shall not exceed $249,999.00 under this BPA within a five (5) year period.

Pricing – All pricing is firm-fixed, flat-rate cost per yearly policy for each line item shown on Attachment B:

Pricing Spreadsheet. This pricing includes all work related to issuing insurance policies and the policies/coverage.

This BPA will be reviewed on a yearly basis (on the anniversary date of BPA issuance) to determine whether there are any changes to the prevailing wage rates.

E. Delivery Requirements

Vendor shall issue all active insurance policies within two business days.

Vendor shall deliver all insurance policies in electronic format to the contact point listed on the BPA call order.

F. Transaction Review and Disputes

Some purchases made under this BPA will be made using the USGS Purchase Card. Therefore, the traditional invoicing requirements do not apply to purchase card orders (orders not placed using a Task Order). The contractor shall ensure that each purchase card transaction contains Level III data, which is required for cardholders to perform efficient reconciliation.

Cardholders will review all electronic transaction data for accuracy. If there is the need for a credit or debit, the cardholder will notify the Contractor’s Customer Service Department immediately. The cardholder should attempt to resolve all product, delivery or quality discrepancies with the vendor and to obtain a credit when appropriate. The Contractor shall provide the cardholder with a tracking number for each transaction for further reference or follow up.

The contractor shall have 30 days or one billing cycle to make the correction. If the cardholder is unable to obtain a credit from the vendor within 30 days or one billing cycle, then the item should be formally disputed within 60 calendar days of the posted date on the account.

G. Contract Administration Data

Contracting Officer - The Contracting Officer is the only person authorized to make or approve any changes in any of the requirements of this BPA, and notwithstanding any clauses contained elsewhere in this agreement, the

Document No.

140G0125Q0212

Document Title said authority remains solely with the Contracting Officer. In the event the Contractor makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without proper authority, and no adjustment will be made in the Contract price to cover any increase in cost incurred as a result thereof. The Contracting Officer for individual orders will be noted on the orders.

The Contracting Officer for administration of this BPA is:

Leah Williams

U.S. Geological Survey

Office of Acquisition and Grants, MS 205

12201 Sunrise Valley Drive

Reston, VA 20192

(703) 648-7367 lwilliams@usgs.gov

The USGS technical liaison will represent the Contracting Officer in the administration of technical details within the scope of this BPA. The technical liaison is also responsible for final inspection and acceptance of all reports and such other responsibilities as may be specified in the BPA. The technical liaison is not otherwise authorized to make any representations or commitments of any kind on behalf of the Contracting Officer or the Government.

The technical liaison and/or COR do not have authority to alter the Contractor’s obligations or to change the BPA specifications, pricing, terms or conditions. If, as a result of technical discussions, it is desirable to modify the

BPA requirements, changes will be issued in writing and signed by the Contracting Officer.

The technical liaison assignment for this BPA may be changed at any time by the Government without prior notice to the Contractor. However, the Contractor will be notified of the change in writing. The technical liaison for this BPA is:

TBA

U.S. Geological Survey

Midcontinent Region

Region 3: Great Lakes; Region 5: Missouri Basin

H. Deliverables

The contractor shall submit all deliverables to USGS in accordance with the following schedule. All reports shall be submitted electronically and in Microsoft Excel format.

Deliverable Description Due Date Submit To mailto:lwilliams@usgs.gov

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Insurance Policy

(as specified at time of BPA call)

Work must begin within 48 hours of receipt of order, whether placed by

Government Purchase Card or by BPA Call. Work shall be completed by the period of performance end date as specified at the time of order placement.

Authorized BPA Caller

Reports Due Date Submit To

Value and Percentage of all

Rejected/Returned Items

Purchased

Fifth business day after the end of each quarter

Technical liaison

Quarterly Summary of

Expenditures by Order Point end of the quarter

And

Contracting Officer

Delivery Report (on time, late and back orders) end of the quarter

U.S. GEOLOGICAL SURVEY

Statement of Work

General Liability Insurance Coverage

For Vehicles and Boats Operating in Canada

I. PROJECT DESCRIPTION

Provide general liability and vehicular insurance coverage for vehicles and boats operating in Canada.

Said vehicles are owned by the United States Department of Interior, U.S. Geological Survey, operated by licensed drivers employed by the same.

II. SCOPE OF SERVICES

The services/insurance provided under this BPA shall include the following:

A. Vehicle Liability:

a. Liability $2,000,000 = Limit of Liability, Third Party Liability

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b. Accident benefits as per Statutory Requirements

c. No deductibles

Cost Centers will determine those vehicles that require coverage by contacting the vendor. The need will vary during the year, depending on USGS mission requirements.

B. Watercraft Liability:

a. Minimum Limits:

$1,000,000 Limit, per occurrence, Bodily Injury, and Property Damage. $1,000,000 Limit, Annual Aggregate w/respect to products/completed operations.

$1,000,000 Limit, per occurrence, Personal and injury.

$250,000 Limit, Tenants Legal Liability, Anyone premises.

b. Liability coverage for both open international waters and when docked internationally is required.

C. Locations:

The vehicles and vessels listed in Attachment B are located in multiple states across the United States. Most vehicles will enter Canada for 2-5 days at a time, and the frequency of trips may vary from 1 to 12 times per year. When not in use, vehicles are stored at USGS office locations as listed in Attachment B.

Vessels range in value from $1,000 up to $6,500,000; liability coverage would need to be adjusted appropriately. Vessels are in international waters from a low of twice yearly to as many as 30 trips per year; trip lengths range from 1 to 10 days per trip. The actual location, identification, and quantity of insured vehicles or vessels will be determined at the time a call order on the BPA is placed and may vary each year. When not in use, vessels are stored at USGS office locations as listed in Attachment B.

III. PAYMENT

Payments shall be made based on invoices submitted. Invoices may be annual, quarterly or monthly as stipulated by vendor. Vendor shall provide quarterly tracking reports to each participating science center.

IV. DELIVERY/DESIGNATED OFFICIALS

Vendor shall issue all active insurance policies within two business days.

Vendor shall deliver all insurance policies and proof of insurance documentation in electronic format to the contact point listed on the BPA call order for both vehicle and vessels. Canadian officials require proof of liability amounts; minimum coverage may vary by providence in Canada.

V. GENERAL INFORMATION

1. All vehicles and vessels are either owned by USGS or leased from GSA.

2. Vehicle/Vessel use is only authorized for USGS business purposes.

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3. USGS follows a regular prescribed vehicle and vessel maintenance program.

4. No vehicles/vessels are leased to other agencies or individuals.

5. Some vessels and vehicles have customized equipment.

6. No ICC, PUC or other filings required.

7. No operations involve transporting hazardous materials.

8. No hold harmless agreements exist.

9. Family members are not authorized to use government owned or leased vehicles.

10. USGS does not obtain MVR verifications.

11. Drivers are USGS staff and are recruited for their job skills, not their driving skills. All vehicle operators are required to complete driver safety training.

12. All USGS employees are covered by Worker’s compensation. Contract staffs are covered under by their employers under their specific contract terms.

13. USGS may need to add additional vehicles or vessels in the future.

14. Vendor can stipulate a copy of proof of USGS mandatory drivers safety training completion if included in terms of the contract.

15. Vehicle/Vessel inspections can be made by the insurer by arranging with staff at the individual locations.

Vehicles are inspected annually as part of the USGS preventative maintenance program.

16. All employees operating vessels under 26 feet in length are required to complete Motorboat Operator

Certification Courses (MOCC). Vendor can stipulate a copy of proof of USGS mandatory MOCC training completion if included in terms of the contract.

17. Vendors can provide separate policies for vehicles vs. vessels.

18. Although values vary by watercraft, replacement cost of the typical vessel package would be about $24,000

($10,000 for the boat, $8000 for the motor, $4000 for the trailer, and $2000 for electronics, GPS, safety equipment, tools & spare parts).

19. The vessels will be operated on inland lakes and rivers.

20. The provinces in Canada that the vehicles/vessels will potentially visit are: Alberta, Saskatchewan, New

Brunswick, Nova Scotia, Manitoba, Quebec, Ontario, British Columbia, Yukon Territory.

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Addendum 1 - INFORMATION ON DRIVING SAFETY STANDARDS FOR USGS

USGS requires all vehicle operators to complete mandatory safety training and follow USGS Safety Policies.

Driver Training. All drivers whose job duties require the use of a motor vehicle will receive initial defensive driver training upon entering duty and prior to driving for official government business; refresher driver training is required every three years thereafter.

Types of Operators

1. Operators of Sedans and Light Trucks. The 5 CFR 930 requires the employee to always have a valid state driver’s license in his or her possession while driving on official business. An incidental operator is any employee who is required to operate a motor vehicle in order to properly carry out his/her assigned duties but whose principal duties are not operating a motor vehicle and his/her position is not classified as a motor vehicle operator.

2. Commercial Motor Vehicles Employees operating commercial motor vehicles (with a GVWR of more than

26,000 pounds or towing a vehicle 10,000 pounds GVWR or more), hauling hazardous material requiring the vehicle to be placarded, or operating a vehicle designed to transport 16 or more persons including the driver, must possess a valid Commercial Driver’s License (CDL) with all applicable endorsements. Employees shall be at least 21 years of age and shall comply with the necessary health monitoring requirements for a CDL.

Authorization must be noted in the personnel file on Form DI-131 or equivalent.

Motor Vehicle Safety is covered in Chapter 16 of the SM 445-2-H Occupational Safety and Health Program

Requirements. Below is the subject index.

CHAPTER 16 Title: Motor Vehicle Safety

1. Purpose.

2. Scope.

3. Authority and References.

4. Requirements.

A. General.

B. Commercial Motor Vehicles and Specialized Vehicles.

C. Off-Highway Vehicles.

5. Responsibilities.

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Addendum 2 - INFORMATION ON BOAT SAFETY STANDARDS FOR USGS

USGS requires all boat operators to complete mandatory safety training and follow prescribed guidelines.

Below is an excerpt from Chapter 31 of the SM 445-2-H Occupational Safety and Health Program, which applies to U.S. Geological Survey (USGS) operations and personnel who use any type of Class A or Class 1 motorboats or non-motorized watercraft. Motorboats that are 26 feet in length or greater are covered by SM

445-2-H. Chapter 49, Large Vessel Safety Program Management.

Section 4.F. Training and Certification

(1) Operators of watercraft must be properly trained, tested, and certified prior to official operation of any watercraft. Prior to certification, personnel may practice motorboat operation under the direct supervision of a certified operator on board the watercraft. Except for training and certification purposes, untrained personnel are prohibited from operating USGS watercraft.

(2) Supervisors must ensure that watercraft operators receive safety and operations training on the specific watercraft, in the environmental conditions that can be reasonably expected and ideally in the area where they will be operating. Successful completion of the Motorboat Operator Certification Course (MOCC) does not imply that personnel are competent to operate a motorboat in all conditions that they may encounter.

(3) Motorboat Operator Instructor Certification Course (MOICC) Training. MOCC Instructors must successfully complete the MOICC training requirements specified in Appendix B, MOICC Standards.

Personnel successfully completing the MOICC will be authorized to present the MOCC and to certify individuals to operate watercraft.

(4) Motorboat Operator Certification Course Training.

(a) Operators of all motorboats must successfully complete the MOCC training requirements specified in Appendix C MOCC Standards.

(b) Substituted watercraft training for MOCC.

(i) Requests for substitution must be submitted for approval by the Occupational Safety and

Health Program Manager, upon review and approval by the Bureau Watercraft Safety Program

Manager or Regional Watercraft Safety Program Managers.

(ii) Substituted training must demonstrate that it will meet the MOCC objectives, including on the water proficiency as described in Appendix C.

(iii) Examples of acceptable training sources are U.S. Army Corps of Engineers, the Federal Law

Enforcement Training Centers, and Marine Law Enforcement Training Program.

(5) Special-Use Watercraft Training. Operators of special-use watercraft such as airboats, hovercraft, and jet skis will be required to successfully complete training specific to these crafts in addition to the MOCC training.

Training requirements for operators of airboats are specified in Appendix E, Airboat Operator Certification

Course Standards.

(6) Nonmotorized Watercraft Training. Operators of Nonmotorized boats are exempt from the MOCC Training requirements. However, they will comply with the policies and guidance as set forth in Appendix F, Nonmotorized Watercraft.

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(7) While operating a watercraft, MOCC-certified operator(s) will carry a laminated, wallet-sized card showing current MOCC certification with an expiration date. It will be the responsibility of the MOCC Operator to maintain this card with updated information.

(8) Recertification. Motorboat operator certification will be valid for 5 years. Prior to recertification, operators will complete a refresher course that addresses the minimum subject areas described in Appendix D, Motorboat

Operator Refresher Training.

(9) First Aid and Cardiopulmonary Resuscitation (CPR).

(a) All operators, crew, and passengers who operate or work in watercraft will be required to maintain certification in American Red Cross Standard First Aid, or equivalent, and CPR.

(b) Watercraft operators and crew operating in areas where emergency medical response is determined to be greater than 1 hour away must receive additional training in Advanced First Aid or Wilderness

First Aid. Recertification must be maintained as appropriate.

CHAPTER 31 Title: Watercraft Safety

1. Purpose and Scope.

2. References.

3. Definitions.

4. Requirements:

A. Safe watercraft operation.

B. Annual Inspection and Maintenance Programs for Watercraft.

C. Federally owned vessel exemption from State registration.

D. Exceptions to Watercraft PFD Requirements.

E. Training and Certification.

5. Responsibilities.

CHAPTER 49 Title: Large Vessel Safety Management Program

1. Purpose and Scope.

2. References.

3. Requirements.

A. Large Vessel Safety Management System.

B. Exceptions to Large Vessel Operation Requirements.

C. Operators.

4. Responsibilities.

(End of Statement of Work)

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52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any

Federal Law (Feb 2016)

(a) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter into a contract with any corporation that--

(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

(b) The Offeror represents that—

(1) It is [ ] is not [ ] a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

(2) It is [ ] is not [ ] a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

(End of provision)

52.212-4 Contract Terms and Conditions – Commercial Products and Commercial Services NOV 2023

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

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

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

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

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

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

https://www.acquisition.gov/far/52.233-1#FAR_52_233_1

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

(f)Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting

Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g)Invoice.

(1)The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i)Name and address of the Contractor;

(ii)Invoice date and number;

(iii)Contract number, line item number and, if applicable, the order number;

(iv)Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v)Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi)Terms of any discount for prompt payment offered;

(vii)Name and address of official to whom payment is to be sent;

(viii)Name, title, and phone number of person to notify in event of defective invoice; and

(ix)Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x)Electronic funds transfer (EFT) banking information.

(A)The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B)If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award

Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C)EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2)Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C. 3903) and Office of

Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h)Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United

States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is https://www.acquisition.gov/far/52.202-1#FAR_52_202_1 https://www.acquisition.gov/far/52.232-33#FAR_52_232_33 https://www.acquisition.gov/far/52.232-34#FAR_52_232_34 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

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(i)Payment.-

(1)Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2)Prompt payment. The Government will make payment in accordance with the Prompt Payment Act ( 31 U.S.C.

3903) and prompt payment regulations at 5 CFR Part 1315.

(3)Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4)Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5)Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i)Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A)Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B)Affected contract number and delivery order number, if applicable;

(C)Affected line item or subline item, if applicable; and

(D)Contractor point of contact.

(ii)Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6)Interest.

(i)All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii)The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii)Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if–

(A)The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B)The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section7109&num=0&edition=prelim https://www.acquisition.gov/far/33.211#FAR_33_211

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(C)The Contractor requests a deferment of collection on a debt previously demanded by the Contracting

Officer (see 32.607-2).

(iv)If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v)Amounts shall be due at the earliest of the following dates:

(A)The date fixed under this contract.

(B)The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi)The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A)The date on which the designated office receives payment from the Contractor;

(B)The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C)The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii)The interest charge made under this clause may be reduced under the procedures prescribed in

FAR 32.608-2 in effect on the date of this contract.

(j)Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1)Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2)Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b.

destination.

(k)Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l)Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m)Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the

Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

https://www.acquisition.gov/far/32.607-2#FAR_32_607_2 https://www.acquisition.gov/far/32.608-2#FAR_32_608_2

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(n)Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the

Government upon acceptance, regardless of when or where the Government takes physical possession.

(o)Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p)Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the

Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q)Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r)Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1)The schedule of supplies/services.

(2)The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3)The clause at 52.212-5.

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

(5)Solicitation provisions if this is a solicitation.

(6)Other paragraphs of this clause.

(7)The Standard Form 1449.

(8)Other documents, exhibits, and attachments.

(9)The specification.

(t)[Reserved]

(u)Unauthorized Obligations.

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

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

(ii)Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1352&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1352&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title18-section431&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title40-chapter37&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter87&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title49-section40118&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title41-chapter21&saved=%7CZ3JhbnVsZWlkOlVTQy1wcmVsaW0tdGl0bGU0MC1jaGFwdGVyMzctZnJvbnQ%3D%7C%7C%7C0%7Cfalse%7Cprelim&edition=prelim https://www.acquisition.gov/far/52.212-5#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section1341&num=0&edition=prelim

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"click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii)Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

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

(v)Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

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

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

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the

Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

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

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

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

Government), the Government may-

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

(B) Terminate this contract for cause.

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

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to

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(i) Fraud, lack of good faith, or willful misconduct on the part of the…