B.01 W912HN22Q5002 RBR DO.pdf

W912HN22Q5002

Section A - Solicitation/Contract Form

COMBINED SYNOPSIS/SOLICITATION

This notice is being posted as an avenue to provide Request for Quotes, W912HN20Q5002.

This is a combined synopsis/solicitation for commercial services in accordance with the format in FAR Subpart 12.6 as supplemented with additional information in this notice. THIS

ANNOUNCEMENT CONSTITUTES THE ONLY SOLICITATION: QUOTES ARE BEING

REQUESTED AND A WRITTEN SOLICTATION WILL NOT BE ISSUED. This will be 100% set aside for Small Business. The NAICS Code is 325120 Industrial Gas Manufacturing- Oxygen manufacturing, with a size standard of 1000 employees. This solicitation document incorporates provisions and clauses in effect through Federal Acquisition Circular 2022-04.

Title of Requirement: FY22 LIQUID OXYGEN FOR RICHARD B. RUSSELL DAM AND LAKE PROJECT

Description of Requirement: The work to be performed under this contract consists of supplying liquid oxygen to the Richard B. Russell Dam and Lake Project. The general scope of work to be performed under this contract consists of supplying liquid oxygen to the Richard B. Russell Dam and Lake Project.

The period of this requirement is May 10, 2022 thru December 15, 2022. Oxygen will be delivered to the Government storage facility at the Richard B. Russell Dam and Lake Project, Elberton, Georgia. The facility can accommodate full size twenty (20) ton tankers. The storage facilities are located at the end of Engineer Drive in Elberton, GA.

Submission Requirements: Fill out pages 3 through 5 in its entirety, you are also required to submit the Contractor Submission Requirements listed below on this page. Follow submission instructions under the Instructions to Offerors section beginning on page 8 (eight).

Due Date: Quotes shall be submitted no later than 11 March 2022 at 03:00 p.m. Eastern Time.

Basis for Award: The Government has the right to reject any and all offers. The Government will make an award to the lowest priced Offeror who is deemed technically acceptable, responsive, with a responsibility determination that meets or exceeds the requirements stated, and whose proposed price has been determined to be fair and reasonable. This is in accordance with Federal Acquisition Regulation (FAR) 52.212-2, Evaluation – Commercial Items, and FAR 9.104.

Technical acceptability will be determined on the basis of:

Contractor submission of the following requirements:

Supplier Agreement/ Contract reflecting the capacity requirement of the Scope of Work Project Plan/ Delivery Plan Demonstrated Experience in performing two (2) deliveries of bulk oxygen in which your firm has successfully executed delivery of liquid bulk oxygen (within the last 5 years). Demonstrated experience information shall not exceed 2 pages in length (one page per delivery). Each delivery must include Point of Contract information.

All the above information shall include Point of Contact information to include the name, title, email address and phone number of the reference/s Point of Contact.

Submissions shall be submitted via PDF format. Any quote not conforming to the above or omitting any of the submission requirements will not be considered.

Equal Low Quotes: Contracts shall be awarded in the following order of priority when two or more low quotes are equal in all respects:

(1) The Contractor’s Small Business Socioeconomic Category will be evaluated against The Savannah District’s FY22 Small Business Contracting Goals. In the event of tied equal low quotes, the contractor’s Small Business Socioeconomic Category shall be used as a tie breaker, with consideration provided to the contractor whom may fall under a category in which the Savannah District is deficient.

If two or more quotes remain equally eligible after application of the above, award shall be made by a drawing by lot limited to those quotes. If time permits, the contractors involved shall be given an opportunity to attend the drawing. The drawing shall be witnessed by at least three persons, and the contract file shall contain the names and addresses of the witnesses and the person supervising the drawing

The Government reserves the right to cancel this solicitation.

REQUEST FOR QUOTE (RFQ)

US Army Corps of Engineers – Savannah District

CONTRACTOR: ______________________________________________________

DUNS NO.: __________________________________________________________

CAGE CODE: ________________________________________________________

TAX ID NO.: _________________________________________________________

E-MAIL: ____________________________________________________________

PHONE NO.: ________________________________________________________

PLACE OF MANUFACTURE: ___________________________________________

DATE OF QUOTE: ____________________________________________________

QUOTE PREPARED AND CERTIFIED BY:

(Printed Name and Title)

The Contractor, by signing this document, understands and complies with the requirements listed in the Statement of Work (SOW) and shall provide equipment meeting the requirements.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 6,000 Net Ton

(2,000

LB).

Richard B. Russell Liquid Oxygen__FFP FOB: Destination

NET AMT

0002 1,000 Net Ton

OPTION Richard B. Russell Liquid Oxygen___FFP

0003 1,000 Net Ton

OPTION Richard B. Russell Liquid Oxygen___FFP

ENTER PRICES WHERE SPACE IS PROVIDED FOR ALL ITEMS. FAILURE TO FOLLOW THIS

INSTRUCTION MAY RENDER THE QUOTE NON-RESPONSIVE AND THE QUOTE WILL NOT BE

CONSIDERED FOR AWARD.

**THE ONLY ACCEPTABLE FORMAT FOR PRICING BY THE GOVERNMENT WILL BE DOLLAR

VALUES EXPRESSED IN NO MORE THAN 2 (TWO) DECIMAL PLACES** (Example $100,000.00)

Section C - Descriptions and Specifications

INSTRUCTION TO OFFERORS

1. SUBMISSION OF QUOTES: The Offeror’s quote shall be submitted electronically, as described below. The Offeror’s quote shall not contain classified data. The use of hyperlinks in the quote is prohibited. The offeror’s quote is due in accordance with the Submission Requirements in Section A of the SF1449.

NOTE: The only authorized transmission method for proposals in response to this solicitation is electronic via the PIEE Solicitation Module. NO OTHER TRANSMISSION METHODS (EMAIL, FACSIMILE, REGULAR MAIL, HAND CARRIED, ETC.) WILL BE ACCEPTED.

The Offeror’s quote must be received by the Government by the date/time specified in the solicitation. Offerors shall submit their proposal using the following link:

https://piee.eb.mil/

** The Government will not be responsible for submissions delivered to any location or to anyone other than those designated to receive proposals. Offerors are responsible for ensuring that quotes are submitted so as to reach the designated recipient. Offerors are responsible for allowing sufficient time for proposals to be received in accordance with the instructions provided.

FILE DESCRIPTION: Include a “File Description” for each file(s) you upload. The “File Description” will be included in the email notice to each of the recipients you choose to Have access your file(s). NOTE: Do NOT enter Privacy Act Data (Personal Identification Information (PII)) in the File Description.) Submission shall be in Adobe PDF format.

W912HN22Q5002_Company Name_Document Name.

In order to submit through the Solicitation Module in PIEE< you must have an active Proposal Manager role in PIEE at https://piee.eb/mil.

To upload the quote in the Solicitation module in PIEE:

a. Ensure you have an active role as with the Proposal Manager in PIEE.

b. Log into PIEE at https://piee.eb.mil/ to access the Solicitation Module.

c. Select Solicitation icon.

d. At the Home screen of the Solicitation Module, select the Search link to find the solicitation you intend to post an offer against.

e. In the Solicitation Search Criteria filter by entering the complete solicitation number and for Status, select Open, then click Search.

f. When search results display, select the solicitation number link to open the solicitation.

g. The solicitation displays, with information as view only.

h. To post the offer, click the Offer tab.

i. Click the Add button to add an offer to the solicitation.

j. Select the applicable CAGE Code for which you are submitting the offer. The list is pre-filtered based on the CAGEs in the Proposal Manager’s profile.

k. Click on the Choose Files link to upload attachments that comprise your offer.

l. Enter Signature Date and click Signature button after entering all necessary information.

m. Sign Document pop-up will be displayed requiring the user to enter a Digital Pin and OTP. Click the Sign and Submit button to continue.

n. After successfully adding the Offer a success message of the submission will be displayed providing confirmation of on-time/late proposal receipt.

Refer to B.08 PIEE Solicitation Module for additional guidance on the use of the PIEE Solicitation Module.

For addition information on PIEE Vendor Access Instructions or PIEE Solicitation Module Frequently Asked Questions visit: https://dodprocurementtoolbox.com/sitepages/solicitation-module

For additional instructions on how to post an offer, please refer to the Posting Offer demo:

https://pieetraining.eb.mil/wbt/sol/Posting_Offer.pdf

2. ALTERNATE FORMAT: Quotes shall meet the specifications in the Performance Work Statement to be eligible for an award. PARTIES INTERESTED IN RESPONDING TO THIS RFQ may submit their Quote in accordance with standard commercial practice (i.e. Quote form, letterhead, etc.) and MUST INCLUDE THE FOLLOWING INFORMATION: Solicitation number; offeror's complete mailing and remittance addresses;

discount terms, DUNS number, and Tax Identification Number. Any prospective awardee shall be registered and active in the SAM database prior to any award of a contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation. Offerors may obtain information on registration and annual confirmation requirements via the Internet at http://www.acquisition.gov or by calling 866-606-8220.

3. INQUIRIES: All questions are to be submitted no later than 11:00 a.m. Eastern time business two days prior to closing date to Arcia Fusi at Arcia.E.Fusi@usace.army.mil and Whittni C. Hiscox at Whittni.C.Hiscox@usace.army.mil

4. GOVERNMENT USE OF INFORMATION: The Taxpayer Identification Number may be used by the Government to collect and report on any delinquent amounts arising out of the contractor’s relationship with the Government.

5. SYSTEM FOR AWARD MANAGEMENT (SAM): The completed Offeror Representations and Certifications- Commercial Items (FAR 52.212-3) or Notation that company is registered in SAM (https://www.sam.gov) must be submitted along with each Quote.

6. PROCUREMENT METHOD: This acquisition will utilize Simplified Procedures pursuant to FAR 13.1.

7. SCHEDULE B INSTRUCTIONS: Include a unit price and a total for each Item No.

DESCRIPTIONS AND SPECIFICATION

DESCRIPTION/SPECS/WORK STATEMENT

1. SCOPE OF WORK. The work to be performed under this contract consists of supplying liquid oxygen, as described in paragraph 2 below, to the Richard B. Russell Dam and Lake Project. The period of this requirement is May 10, 2022 thru December 15, 2022.

2. LIQUID OXYGEN. The contractor shall furnish liquid oxygen as specified below.

a. SYSTEM REQUIREMENTS: The daily liquid oxygen requirement will gradually increase from approximately fifteen (15) tons/day in early summer to a maximum of approximately one hundred (100) tons/day in late summer or early fall. The demand then gradually decreases through late fall until the system is shut down in November. The peak demand period will last between three (3) to six (6) weeks. During the peak demand, periodic daily “around the clock” deliveries, seven (7) days per week will be required. Bulk liquid oxygen shall comply with Compressed Gas Association (CGA) guidelines and shall be at least 99.5% oxygen.

b. BASE REQUIREMENT. The contractor shall furnish up to 6,000 tons of liquid oxygen from May 10, 2022 thru December 15, 2022 as described in 2.a.above

c. OPTION 1. The contractor shall furnish an additional 1,000 tons of liquid oxygen anytime between July 1, 2022 and December 15, 2022 as described in 2.a.above.

d. OPTION 2. The contractor shall furnish an additional 1,000 tons of liquid oxygen anytime between July 1, 2022 and December 15, 2022 as described in 2.a.above.

3. DELIVERY SCHEDULE. The Contracting Officer’s Representative will advise the contractor in writing of the rate at which oxygen is being injected into the lake and of any change in this rate. It will be the contractor’s responsibility to ensure that the storage tanks are kept at a sufficient level to support uninterrupted system operation and to prevent system pressure drops. It will be the contractor’s responsibility to ensure that the storage tanks are filled at a rate that does not cause shutdown of the system due to high pressure. It will be the contractor’s responsibility to ensure proper operation of the valves when filling storage tanks. Storage facilities consist of two (2) twenty thousand (20,000) gallon storage tanks.

The contractor shall be responsible for all hoses and adapters necessary to transfer the oxygen from the tanker truck to the liquid storage tanks. The contractor shall continue delivery of liquid oxygen until seasonal lake destratification occurs in the contract year.

4. PLACE OF DELIVERY. Oxygen will be delivered to the Government storage facility at the Richard B.

Russell Dam and Lake Project, Elberton, Georgia. The facility can accommodate full size twenty (20) ton tankers. The storage facilities are located at the end of Engineer Drive in Elberton, GA (see Vicinity and Site Maps).

5. COORDINATION OF DELIVERIES. The contractor will be responsible for coordinating all deliveries with the Richard B. Russell Power Plant Shift Operator. Telephone Number (706) 213-3465. The driver will notify the Richard B. Russell Power Plant Shift Operator upon arrival at the LOx storage tank site before off loading of LOx and also notify Richard B. Russell Power Plant Shift Operator when leaving the storage facility. The driver must provide the Richard B. Russell Power Plant Shift Operator his or her name.

6. GENERAL SAFETY REQUIREMENTS. Deliveries and liquid tank truck transfers will be in accordance with the Compressed Gas Association (CGA) P-12-2009. Safe Handling of Cryogenic Liquids.

a. The requirements stated herein are applicable to the contractor’s employees and to any contract carrier and its employees used by the Contractor.

b. Contractor should routinely inspect the roads to the USACE Richard B. Russell bulk LOx storage tank site.

c. Contractor truck drivers shall be aware that USACE oxygen sites are operated remotely and automatically. Truck drivers shall remain alert for system operating changes that can affect LOx tank pressure and the tank filling operation.

d. USACE LOx tank pressures and levels are continuously monitored and the data is recorded. The data can be watched live or retrieved at any time to monitor what occurs during LOx tank filling.

e. USACE LOx tank fill pipes have a design pressure of 250 psig. Truck drivers shall monitor the off-loading pressure and ensure that it does not exceed 250 psig.

f. Unless noted otherwise, USACE LOx tanks shall be maintained at a pressure between 170 and 180 psig as shown on the tank’s electronic pressure transmitter digital readout during tank filling. Truck drivers shall not leave the site if the tank pressure is below 170 psig.

g. USACE LOx tanks shall never be filled above 80 inches as indicated on the analog tank level gauge.

h. Truck drivers shall not depart with the LOx tank at a pressure over 190 psig.

i. Truck drivers shall not depart until the fill pipe has returned to ambient temperature and is no longer venting.

j. Truck drivers shall not depart with any LOx tank hose drain valve(s) open. LOx remaining in the fill pipe at the completion of off-loading shall be allowed to warm to gas that is vented. Afterwards, the valve(s) is closed.

k. Truck drivers shall not depart prior to properly closing valves on the LOx tank that were used for tank filling.

l. Truck drivers who unlock and open a gate(s) to access the LOx tank(s) shall close and lock the gate immediately after passing through it. This applies to traveling both to and from the tank(s).

m. In the event the truck driver observes a problem at the oxygen site, the driver shall call the Richard B.

Russell Power Plant Shift Operator and advise them of the problem.

n. Truck drivers shall use all appropriate personal protective equipment while working on USACE property.

o. Contractor shall provide a spill kit at the site large enough to contain or absorb any volume of petroleum liquid associated with or contained on the delivery vehicle.

7. ADDITIONAL REQUIREMENTS.

a. In order to gain entrance to the the Richard B. Russell Oxygen Facility, all visitors shall be required to follow all guidelines set forth by the CDC and local and state government regarding COVID-19. During the Covid-19 National Emergency, as defined by the White House and as recommended by the Centers of Disease Control and Prevention at https://www.cdc.gov/coronavirus/2019-ncov/communication/guidance-list.html , all visitors will wear cloth face coverings when they cannot maintain six feet of social distance. Face coverings fashioned from household items or common materials to cover the nose and mouth area are acceptable. All visitors shall refrain from touching common equipment with bare hands. If any visitors have a temperature over 100.4 degrees, are experiencing any COVID-19 symptoms, or feel sick, they shall refrain from entering the facility.

b. See Attachment B.08 Vicinity Map

Section E - Inspection and Acceptance

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-16 Responsibility For Supplies APR 1984

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 15-DEC-2022 6,000 RICHARD B RUSSELL PROJECT OFF

JANA MOON

US ARMY CORPS OF ENGINEER

OFFICE OF THE PROJECT MGR

4144 RUSSELL DAM DRIVE

ELBERTON GA 30635-9271

706-213-3404

0002 15-DEC-2022 1,000 (SAME AS PREVIOUS LOCATION)

0003 15-DEC-2022 1,000 (SAME AS PREVIOUS LOCATION)

52.211-17 Delivery of Excess Quantities SEP 1989

Section G - Contract Administration Data

252.204-7006 Billing Instructions OCT 2005

Section I - Contract Clauses

52.203-3 Gratuities APR 1984 52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

JUN 2020

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

MAY 2011

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

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

DEC 2021

52.212-1 Instructions to Offerors--Commercial Products and Commercial Services

DEC 2021

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

DEC 2021

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 SEP 2013 252.204-7000 Disclosure Of Information OCT 2016 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Antiterrorism Awareness Training for Contractors. FEB 2019 252.204-7015 Notice of Authorized Disclosure of Information for Litigation

Support

MAY 2016

252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services -- Representation

MAY 2021

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

JAN 2021

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.223-7008 Prohibition of Hexavalent Chromium JUN 2013 252.225-7001 Buy American And Balance Of Payments Program-- Basic DEC 2017 252.225-7002 Qualifying Country Sources As Subcontractors DEC 2017 252.225-7012 Preference For Certain Domestic Commodities DEC 2017 252.225-7048 Export-Controlled Items JUN 2013 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

252.232-7010 Levies on Contract Payments DEC 2006 252.232-7017 Accelerating Payments to Small Business Subcontractors--

Prohibition on Fees and Consideration

APR 2020

252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment DEC 2012 252.243-7999 (Dev) Section 3610 Reimbursement. (DEVIATION 2020-O0021) AUG 2020 252.247-7023 Transportation of Supplies by Sea FEB 2019

CLAUSES INCORPORATED BY FULL TEXT

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

SERVICES (NOV 2021)

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the 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. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Reserved.

(u) Unauthorized Obligations.

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

1341), the following shall govern:

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

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the 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 (NOV 2021)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.

113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

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

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

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

(5) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(6) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

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

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

___ (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.)

XX (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).

XX (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).

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

____ (10) [Reserved]

____ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (SEP 2021) (15 U.S.C. 657a).

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

____ (13) [Reserved]

XX (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.

XX (16) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)).

____ (17)(i) 52.219-9, Small Business Subcontracting Plan (NOV 2021) (15 U.S.C. 637(d)(4)).

____ (ii) Alternate I (NOV 2016) of 52.219-9.

____ (iii) Alternate II (NOV 2016) of 52.219-9.

____ (iv) Alternate III (JUN 2020) of 52.219-9.

____ (v) Alternate IV (SEP 2021) of 52.219-9.

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

____ (ii) Alternate I (MAR 2020) of 52.219-13.

____ (19) 52.219-14, Limitations on Subcontracting (SEP 2021) (15 U.S.C. 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 (SEP 2021) (15 U.S.C.

657f).

XX (22) (i) 52.219-28, Post-Award Small Business Program Rerepresentation (SEP 2021) (15 U.S.C. 632(a)(2)).

____ (ii) Alternate I (MAR 2020) of 52.219-28.

____ (23) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women- Owned Small Business Concerns (SEP 2021) (15 U.S.C. 637(m)).

____ (24) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (SEP 2021) (15 U.S.C. 637(m)).

____ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

____ (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).

____(28) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JAN 2020) (E.O. 13126).

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

XX (30)(i) 52.222-26, Equal Opportunity (SEPT 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.

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

XX (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).

XX (36) 52.222-54, Employment Eligibility Verification (NOV 2021). (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.

____ (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) 52.225-1, Buy American--Supplies (NOV 2021) (41 U.S.C. chapter 83).

____ (49) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (NOV 2021) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

____ (ii) Alternate I (JAN 2021) of 52.225-3.

____ (iii) Alternate II (JAN 2021) of 52.225-3.

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

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

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

____ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

____ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150

____ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C.

5150).

____ (55) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

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

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

XX (58) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (OCT 2018) (31 U.S.C. 3332).

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

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

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

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

XX (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C.

55305 and 10 U.S.C. 2631).

____ (ii) Alternate I (APR 2003) of 52.247-64.

____ (iii) Alternate II (NOV 2021) of 52.247-64.

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

_____ (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

_____ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C.

chapter 67).

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

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

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

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

_____ (7) 52.222-55, Minimum Wages Under Executive Order 13658 (NOV 2020) (E.O. 13658).

_____ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).

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

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph

(d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records--Negotiation.

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

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

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

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

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

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