B.01.01 Combined Synopsis Solicitation 20230517.pdf

W912DQ23Q1059

Section A - Solicitation/Contract Form

COMBINED SYNOPSIS/SOLICITATION

This is a combined synopsis/solicitation for services prepared in accordance with the format in FAR Part 12.603 as supplemented with additional information included in this notice.

This announcement constitutes the only solicitation and quotes are being requested. A written solicitation will not be issued.

The solicitation number for this acquisition is W912DQ23Q1059 and it is being issued as a Request for Quotes

(RFQ).

Offers are due on 12 June 2023 at 12:00 PM Local Time. Offers shall be submitted in PDF format via e-mail to Mark.T.Mccann@usace.army.mil and Joshua.M.Higginbotham@usace.army.mil. All offers must be good for at least 90 days from offer due date.

The solicitation documents and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2023-03.

This synopsis/solicitation shall be set aside for small businesses and the associated 115112 – Aerial crop dusting or spraying (i.e., using specialized or dedicated aircraft); and the business size standard is $9.5 million.

Product/Service Code: F001 - Natural Resources/Conservation—Aerial Fertilization/Spraying

Description of Services Required: The Contractor shall provide labor, equipment, and herbicide as specified to perform vegetative management and aerial (Helicopter) herbicide application services to areas as described in this Description of work and General Requirements and elsewhere in the contract. Acceptable performance standards and current regulations are provided for each task. The Contractor shall monitor performance and ensure compliance in accordance with the terms and conditions. An aquatic labeled, active ingredient based Imazapyr chemical and an aquatic labeled Methylated Seed Oil product must be provided by the contractor and shall be used in treatment areas specified in this document.

Place of Contract Performance: Wilson Lake Project – Lincoln County, Kansas – 67481 and Kanopolis Lake Project - McPherson County, Kansas – 67464.

Far 52.212-1, Instructions to Offerors – Commercial Products and Commercial Services does apply to this acquisition with no addenda to the provision and is located in Section L of this combined synopsis/ solicitation.

Far 52.212-2, Evaluation – Commercial Products and Commercial Services does apply to this acquisition with no addenda to the provision and is located in Section M of this combined synopsis/solicitation.

52.212-3 Offeror Representations and Certifications - Commercial Products and Commercial Services (Deviation 2023-O0002) (Dec 2022), does apply to this acquisition with no addenda to the provision, and is located in Section K of this combined synopsis/solicitation..

FAR 52.212-4, Contract Terms and Conditions – Commercial Items, does apply to this acquisition with no addenda to the provision. These specific clauses required are located in Section I of this combined synopsis/solicitation.

FAR 52.212-5, Contract Terms and Conditions – Required to Implement Statutes or Executive Orders – Commercial Items, applies to this acquisition. The specific clauses required are located in Section I of this combined synopsis/solicitation.

Additional contract requirement(s) or terms and conditions are located in Section J of this combined synopsis/solicitation.

SAM.GOV REGISTRATION

In accordance with FAR 52.212-1(k) the prospective awardee shall be registered and active in https://SAM.gov/ for their System Award Management (SAM).

PLEASE NOTE: Interested vendors must go to SAM.gov to register in the System for Award Management (SAM) and to review current notices or announcements.

Contractors may obtain information on registration and annual confirmation requirements via the Internet at https://SAM.gov/ or by calling (866) 606-8220.

The System for Award Management (SAM) is a Federal Government owned and operated free web site. If you are a small business needing assistance with registering or help with navigating through the website, you may contact the Association for Procurement Technical Assistance Centers for help with actions such as SAM.gov registration.

If you have questions about Government procurements in general or need assistance in the preparation of your proposal, a local Procurement Technical Assistance Center (PTAC) may be able to help. The Procurement Technical Assistance Program was authorized by Congress in 1985 in an effort to expand the number of businesses capable of participating in the Government marketplace. To locate a PTAC near you, go to http://www.aptac-us.org/sam-registration/.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 490 Acre Vegetative Management Wilson

FFP

The Contractor shall provide labor, equipment, and herbicide as specified to perform vegetative management and aerial (Helicopter) herbicide application services to areas as described in this Description of work and General Requirements and elsewhere in the contract. Acceptable performance standards and current regulations are provided for each task. The Contractor shall monitor performance and ensure compliance in accordance with the terms and conditions.

An aquatic labeled, active ingredient based Imazapyr chemical and an aquatic labeled Methylated Seed Oil product must be provided by the contractor and shall be used in treatment areas specified in this document.

FOB: Destination

PSC CD: F001

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0002 6 Hours OPTION Vegetative Management Kanopolis

FFP

The Contractor shall provide labor and necessary equipment to perform vegetative management and aerial (Helicopter) herbicide application services to areas as described in this Description of work and General Requirements and elsewhere in the contract. The Government shall provide the herbicide and adjuvants.

Acceptable performance standards and current regulations are provided for each task. The Contractor shall monitor performance and ensure compliance in accordance with the terms and conditions.

PSC CD: F001

NET AMT

CLAUSES INCORPORATED BY FULL TEXT

52.215-22 LIMITATIONS ON PASS-THROUGH CHARGES--IDENTIFICATION OF SUBCONTRACT

EFFORT (OCT 2009)

(a) Definitions. Added value, excessive pass-through charge, subcontract, and subcontractor, as used in this provision, are defined in the clause of this solicitation entitled ``Limitations on Pass-Through Charges'' (FAR 52.215-23).

(b) General. The offeror's proposal shall exclude excessive pass-through charges.

(c) Performance of work by the Contractor or a subcontractor. (1) The offeror shall identify in its proposal the total cost of the work to be performed by the offeror, and the total cost of the work to be performed by each subcontractor, under the contract, task order, or delivery order.

(2) If the offeror intends to subcontract more than 70 percent of the total cost of work to be performed under the contract, task order, or delivery order, the offeror shall identify in its proposal--

(i) The amount of the offeror's indirect costs and profit/fee applicable to the work to be performed by the subcontractor(s); and

(ii) A description of the added value provided by the offeror as related to the work to be performed by the subcontractor(s).

(3) If any subcontractor proposed under the contract, task order, or delivery order intends to subcontract to a lower-tier subcontractor more than 70 percent of the total cost of work to be performed under its subcontract, the offeror shall identify in its proposal--

(i) The amount of the subcontractor's indirect costs and profit/fee applicable to the work to be performed by the lower-tier subcontractor(s); and

(ii) A description of the added value provided by the subcontractor as related to the work to be performed by the lower-tier subcontractor(s).

(End of provision)

Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT

DESCRIPTION OF WORK AND GENERAL REQUIREMENTS

1. DESCRIPTION OF WORK: Helicopter Herbicide Spraying at Wilson and Kanopolis Lakes

1.1. Requirements:

The Contractor shall provide labor, equipment, and herbicide as specified to perform vegetative management and aerial (Helicopter) herbicide application services to areas as described in this Description of work and General Requirements and elsewhere in the contract. Acceptable performance standards and current regulations are provided for each task. The Contractor shall monitor performance and ensure compliance in accordance with the terms and conditions. An aquatic labeled, active ingredient based Imazapyr chemical and an aquatic labeled Methylated Seed Oil product must be provided by the contractor and shall be used in treatment areas specified in this document.

1.2. Location: Wilson Lake Project Kanopolis Project Office

U.S. Army Corps of Engineers U.S. Army Corps of Engineers 4860 Outlet Blvd 105 Riverside Drive Sylvan Grove, KS 67481 Marquette, KS 67464 On-site POC: Nolan Fisher On-site POC: Ryan Williams Phone: 785-531-0399 Phone: 816-389-3099

1.3. To arrange an on site visit prior to award:

Wilson Lake Project – Nolan Fisher 785-531-0399 or by email: Nolan.D.Fisher@usace.army.mil

Kanopolis Lake Project – Ryan Williams 816-389-3099 or by email: Ryan.A.Williams@usace.army.mil

1.4. Period of Performance at Wilson: No irrigation or rural water occurs from Wilson Lake. The contract shall begin 10 July and be fully completed by 15 October.

1.5. Period of Performance at Kanopolis: Smoky Hill River downstream of Kanopolis Dam is used for irrigation.

Post Rock Rural Water intake is on the south side of Kanopolis Dam. Application can not occur .5 mile from the water intake. The contract shall begin 1 September and be fully completed by 15 October.

1.6. Post Award Conference: The contractor shall attend a required pre-work orientation with the Government's representative at both the Wilson and Kanopolis Project Office within 3 days prior of the first workday.

1.7. Quality Control: The Contractor shall develop a Quality Control Plan designed to demonstrate how the Contractor will meet the needs of the project. The Quality Control Plan shall document how the Contractor will identify and correct performance shortfalls. Complete records of all inspection work performed by the contractor must be maintained and made available to the Government during contract performance.

1.8. Quality Assurance: The Government will monitor the Contractor’s performance under this contract using quality assurance procedures developed by the Government. Typical procedures might include random inspections on service areas and documentation of findings. This should not be considered an exhaustive list. A primary objective of Government Quality Assurance will be to determine the effectiveness of the Contractor’s quality control system.

1.9. The Government reserves 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 will perform inspections and tests in a manner that will not unduly delay the work.

1.10. If any of the services do not conform to contract requirements, the Government will request the contractor to perform the services again, where appropriate, 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 reduce the contract price to reflect the reduced value of the services performed.

2. Workmanship:

2.1. In order to assure that the work performed under this contract is performed in a strictly first-class manner, the Contractor shall designate, in writing, a responsible member of each crew who shall serve as a contact for matters concerning quality, performance or non-performance of the required work assigned to that crew. The employee(s) designated in accordance with the above requirement shall be qualified and fully competent with full authority to act for, and on the behalf of the Contractor as necessary to ensure that the work described herein is performed in accordance with these specifications. The Contractor shall furnish the above written designation to the COR at the Project no later than the first day of the contract. The designation shall include the names(s), address(es) and phone number(s) of the individuals he intends to assign to this work. The Contracting Officer reserves the right to disapprove any individual whom he considers to be incompetent to perform the work required. Such disapprovals will be given to the Contractor by written notice and the Contracting Officer’s decision shall represent a final decision.

2.2. Equipment breakdown shall not relieve the Contractor of the responsibility of performing the work as specified.

It shall be the responsibility of the Contractor to assure that he has, or can obtain on short notice, sufficient backup equipment to continue the services as specified without interruption in the event of mechanical failure of his primary equipment.

2.3. The contractor shall inspect all areas highlighted on attached maps. Phragmites sp. infestation can be assumed as sporadic throughout inspection area. Contractor will aerial spot spray with helicopter in these areas for all Phragmites sp. located. The areas to inspect and treat are listed under the Aerial Herbicide Application (Map). The Government reserves the right to adjust areas of inspection/treatment as needed without increasing the estimated acreage amount specified. The Government can provide additional maps and information upon request.

2.3.1 Wilson Lake bid should be made in cost per acre. Locations and quantities of Phragmites sp. are known and estimation of acreage to be sprayed is mapped. The cost per acre includes herbicide, mobilization, application time, taxi between phragmites clumps, taxi to and from staging area, and refill time. Wilson has never been sprayed before and Phragmites growth exists along most of the shoreline. Contractor can expect to spot spray no more than 490 acres of Phragmites sp. with this contract at Wilson Lake.

2.3.2 Kanopolis Lake bid should be made by cost per flight hour. Kanopolis project has undergone Phragmites sp.

aerial spraying since 2020. Due to previous treatments Phragmites sp. populations are scattered and nearing full eradication level. To be effective in this treatment, the Contractor must be able to spend time searching via helicopter known areas that span nearly all river, lakeshore and tributary miles on project lands and treating pockets of Phragmites sp. as discovered. Government is providing all herbicide, and adjuvants. Hourly rate bid should include any mobilization, application time, search time, taxi to and from staging area, refill and any needs or costs associated with these activities. Contractor can expect to spend no more than 6 helicopter flight hours searching and spot spraying . It is estimated that spraying acres should be 50 acres or less, however spraying will continue as needed and will be limited by GOV provided herbicide or flight hours. GOV can provide additional mapping products and priority areas upon request.

2.4. The Contractor shall spray at a rate of 2 quarts of aquatic rated imazapyr and 1 quart of aquatic rated methylated seed oil (MSO) per acre. The chemical and MSO to be used must be provided by the Contractor. Any drift agents or any other spray additions are the responsibility of the contractor. The total volume of solution per acre needs to be no less than 15 GPA (gallons per acre) to insure adequate coverage and a VMD (volume mean diameter) of 1500 microns or larger droplet size from nozzles for drift control and penetration and coverage in the dense canopy of phragmites. The Government reserves the right to adjust the rate as needed. Any surplus herbicide not used will be returned to the lake project.

2.5. The Contractor will be responsible for using the appropriate chemical in accordance with herbicide label. The amount of water per acre to be used shall be rated for optimal results and in accordance with herbicide label.

2.7. All contractor personnel applying herbicide shall be appropriately trained/licensed and be able to correctly identify Phragmites sp. from both aerial and ground levels. Copies of all licenses and certifications will be provided to the Government prior to the start of work. Appropriate insurance will also be in place and documentation provided prior to the start of work.

2.8. Work will not be done on days when the wind exceeds 15 mph or within 4 hours of any chance of precipitation that could affect the application.

2.9. Kanopolis Water Hydrants: The Government will provide a hydrant that can support a ¾” garden hose within 1 mile of the Dam. No quick fills available on project, water via quick fill may be purchased at local cities or rural water district plant.

Wilson Water Hydrants: The Government will provide a 2” overhead quickfill hydrant. Contractor can back their trailered water tank under the overhead hydrants. Locations available at our office below the dam, Lucas Park, and Minooka Park.

The clean out of chemical containers and tanks will only be allowed in spraying target areas on Phragmites sp.. The Contractor will have spill kits available on all vehicles used on Government property adequate to the type and quantity of chemical on the vehicle. Contractor employees will be trained in the use of these kits and are expected to aggressively implement their use in the event of a spill.

2.10. Non-target species damage shall not occur beyond a 100’ perimeter of any target Phragmites sp. perimeter.

Applications inside the 100’ perimeter shall use all measures possible to avoid non-target species damage, but understood if damage is unavoidable within the 100’ perimeter. The perimeter is subject to change at the discretion of the Government and sufficient notice to contractor.

2.11. The Contractor will complete a herbicide application report form (furnished by the Government) after all chemical applications whether initial or follow-up. Payment will not be made until the completed forms are provided.

2.12. The Contractor shall provide the Government with total amount of acres treated, herbicide amount used, and an electronic GPS file viewable on ArcGIS or google earth software with treatment and inspected areas completed by contractor.

2.13. If Contractor has any leftover chemical at end of service it shall be returned to the Government. Payment will not be made until all chemical has been returned.

3. Flood Control Project:

3.1. Occasional retention of floodwaters may inundate portions of the public use areas, other areas, or access roads thereto, being serviced by this contract. In the event that inundation materially affects the scope of work, the Contractor shall be requested to submit a pricing proposal covering the unserviceable or affected portion of his/her work in order that an equitable adjustment to contract price can be negotiated and an adjustment made in accordance with the appropriate contract clause 52.212-4, para. entitled “Changes.” Payment for services not performed as a result of conditions state above shall be initially withheld until execution of an equitable adjustment can be made by contract modification.

4. Payment:

4.1. It will be the Contractor’s responsibility to ensure that all measures are taken to achieve the required specified terms stated in this PWS prior to submission of invoice. Payment will not be made until it is mutually agreed that the control level has been met. Upon agreement and control level satisfaction, payment will be made upon receipt of proper invoice.

5. ANTITERRORISM/OPERATION SECURITY REQUIREMENTS

The security requirements described below apply to all contract personnel (including employees of the prime contractor (“Contractor”) and all subcontractor employees) supporting the performance requirements of this contract. The Contractor is responsible for compliance with these security requirements. Questions regarding security matters shall be addressed to the designated Government representative (e.g., Contracting Officer Representative (COR), Requiring Activity (RA) representative, or Contracting Officer (if a COR or other RA representative is not appointed)). Contract personnel are critical to the overall security and safety of US Army Corps of Engineers (USACE) installations, facilities and activities, and security awareness training contributes to those efforts. The Department of Defense (DoD) and Army security requirements specified below, and applicable, are performance requirements; all applicable contract personnel shall complete initial training within 30 days of contract award or the date new contract personnel begin performance on the contract. Within five business days from the completion of training, the contractor shall provide written documentation (e.g., email or memorandum) to the Government representative. The documentation shall include the names of contract personnel trained and which training they completed; the Contractor shall maintain training records as part of their contract files and be prepared to provide copies of training certificates to the government representative. Contractor personnel and vehicles are subject to search when entering federal installations. Additionally, all contract personnel shall comply with Force Protection Condition (FPCON) measures, Random Antiterrorism Measures (commonly referred to as “RAMs”), and Health Protection Condition (HPCON) MEASURES. The Contractor is responsible for meeting performance requirements during elevated FPCON and/or HPCON levels in accordance with applicable RA plans and procedures –this includes identifying mission essential and non-mission essential personnel. In addition to the changes otherwise authorized by the changes clause of the is contract, should the FPCON or HPCON levels at any individual facility or installation change, the Government may implement security changes that affect contract personnel. The Contractor shall ensure all contract personnel are aware of their security responsibilities, including any site-specific requirements identified in local policies or procedures.

Contractors shall comply with the requirements set forth in FAR clause 52.222-54 Employment Eligibility Verification and FAR Subpart 22.18 in using the E-Verify Program at (https://www.e-verify.gov/) (website subject to change) to meet the contract employment eligibility requirements. Contractors are encouraged to cooperate with Federal and State agencies responsible for enforcing labor requirements to include eligibility for employment under United States immigration laws in accordance with FAR 22.102(i). An initial list of verified/eligible candidates shall be provided to the COR no later than Three Business Days after the initial contract ward. When contracts are with individuals, the individuals will be required to complete a Form I-9, Employment Eligibility Verification, and submit it to the Contracting Officer to become part of the official contract file.

Per the E-Verify Website the following exemptions apply:

Employers whose contracts are exempt from the E-Verify federal contractor rule are not required to enroll in E- Verify. A contract is considered exempt if any one of the following applies: (1) It is for fewer than 120 days. (2) It is valued at less than $150,000, the simplified acquisition threshold (Source: http://www.uscis.gov/e-verify/federal-contractors/exemptions-and-exceptions).

All contract employees, including subcontractor employees who are not in possession of the appropriate security clearance, will be escorted in areas where they may be exposed to classified and/or sensitive materials and/or sensitive or restricted areas.

6. APPLICABLE PUBLICATIONS: The publications referenced herein shall be the most recent at the time of solicitation.

-END OF SECTION-

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-4 Inspection Of Services--Fixed Price AUG 1996

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 10-JUL-2023 TO

15-OCT-2023

N/A USACE, KANSAS CITY +

NOLAN FISHER

WILSON LAKE PROJECT OFFICE 4860

OUTLET BLVD

SYLVAN GROVE KS 67481

(816) 389-3034

966214

0002 POP 01-SEP-2023 TO

15-OCT-2023

N/A KANOPOLIS PROJECT OFC

DANIEL HAYS

105 RIVERSIDE DR

MARQUETTE KS 67464

(816) 389-3093

966219

52.247-34 F.O.B. Destination NOV 1991

Section I - Contract Clauses

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-13 System for Award Management Maintenance OCT 2018 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

NOV 2015

52.212-4 Contract Terms and Conditions--Commercial Products and Commercial Services

DEC 2022

52.217-9 Option To Extend The Term Of The Contract MAR 2000 52.232-19 Availability Of Funds For The Next Fiscal Year APR 1984 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

MAR 2023

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

MAR 2023

52.243-1 Alt II Changes--Fixed-Price (Aug 1987) - Alternate II APR 1984 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights DEC 2022 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Antiterrorism Awareness Training for Contractors JAN 2023 252.204-7015 Notice of Authorized Disclosure of Information for Litigation

Support

JAN 2023

252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services

JAN 2023

252.225-7048 Export-Controlled Items JUN 2013 252.244-7000 Subcontracts for Commercial Products or Commercial

Services

JAN 2023

252.247-7023 Transportation of Supplies by Sea JAN 2023

CLAUSES INCORPORATED BY FULL TEXT

52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (DEC 2022)

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer--Other Than System for Award Management), or applicable agency procedures.

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

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.--

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

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

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

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

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

destination.

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

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

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

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

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Reserved.

(u) Unauthorized Obligations.

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

1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

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

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

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

(End of clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAR 2023)

(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) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 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. 4655).

___ (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]

___ (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 (OCT 2022) (15 U.S.C. 657a).

____ (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2022) (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 2022) (15 U.S.C. 637(d)(2) and (3)).

____ (17)(i) 52.219-9, Small Business Subcontracting Plan (OCT 2022) (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 (OCT 2022) (15 U.S.C. 657s).

____ (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 (OCT 2022) (15 U.S.C.

657f).

____ (22) (i) 52.219-28, Post-Award Small Business Program Rerepresentation (MAR 2023) (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 (OCT 2022) (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 (OCT 2022) (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)).

XX (26) 52.219-33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

XX (27) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

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

____ (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

XX (30)(i) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

____ (ii) Alternate I (FEB 1999) of 52.222-26.

XX (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.

XX (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).

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

13496).

XX (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 (MAY 2022). (E. O. 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.)

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

____ (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 (JUN 2014) of 52.223-14.

XX (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.

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

13513).

____ (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

____ (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

____ (47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

____ (ii) Alternate I (JAN 2017) of 52.224-3.

____ (48) (i) 52.225-1, Buy American--Supplies (OCT 2022) (41 U.S.C. chapter 83).

____ (ii) Alternate I (OCT 2022) of 52.225-1.

____ (49)(i) 52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (DEC 2022) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 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 [Reserved].

____ (iii) Alternate II (DEC 2022) of 52.225-3.

____ (iv) Alternate III (JAN 2021) of 52.225-3.

____ (v) Alternate IV…