B08_140L4323Q0226.pdf

EMULSIFIED ASPHALT, DOUGLAS COUNTY, OR SOLICITATION NO. 140L4323Q0226

BLM ROSEBURG DISTRICT Page 1 of 58

SECTION A- SOLICITATION/CONTRACT FORM

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR

Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued.

Solicitation no. 140L4323Q0226 is issued as a Request For Quotation.

The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition

Circular 2023-04, effective June 2, 2023.

This solicitation is a total small business set-aside. The NAICS code is 324121 and the small business standard is

500 employees.

See Section B for the list of line item numbers and items, quantities, and units of measure.

This project will supply emulsified asphalt for a BLM installed chip seal road project to reseal Smith River Road, South Fork Smith River Road, Tyee Access Road, and Little Wolf Creek Road. Work includes the supply, delivery, transfer cost, storage, and application of liquid emulsified asphalt to facilitate the chip sealing of existing roadways working in cooperation with the Bureau of Land Management Force Account Crew. The project will supply 540 tons of Emulsified Liquid Asphalt (CRS-2P) and 160 tons of Fog Seal (CSS- 1H) to the various road projects within

Douglas County, Oregon.

See Section F for the contract duration.

Complete Section B of the solicitation for quote pricing.

The provision at 52.212-1, Instructions to Offerors – Commercial, applies to this acquisition.

The provision at 52.212-2, Evaluation – Commercial Items, applies to this acquisition.

Award will be made to the responsible quoter, pursuant to FAR subpart 9.1, with the lowest evaluated price.

Offerors are advised to submit a completed copy of the provision at 52.212-3, Offeror Representations and

Certifications – Commercial Items, with its quote.

The clause at 52.212-4, Contract Terms and Conditions – Commercial Items, applies to this acquisition. There is no addenda to this clause.

The clause at 52.212-5 Contract Terms and Conditions Required to Implement Statutes Or Executive Orders –

Commercial Items, applies to this acquisition. See Section I for the additional FAR clauses cited in this clause that are applicable to the acquisition

Offers are due by 08/25/2023.

For information regarding this solicitation, contact Benjamin Becker and Matthew Duane at babecker@blm.gov and mduane@blm.gov.

BLM ROSEBURG DISTRICT Page 2 of 58

SECTION B – SUPPLIES AND PRICES

Line

Item

Description Quantity Unit Unit Price Total Amount

0010 Emulsified Liquid Asphalt (CRS-2P)* 540 TON $

0020 Fog Seal (CSS-1H) 160 TON $

GRAND TOTAL

*Distributor Truck Standby Time shall be incidental to Oil Emulsification

(End of Section B)

BLM ROSEBURG DISTRICT Page 3 of 58

SECTION C – STATEMENT OF WORK

Description of Work:

This project will supply emulsified asphalt for a BLM installed chip seal road project to reseal Smith River Road, South Fork Smith River Road, Tyee Access Road, and Little Wolf Creek Road. Work includes the supply, delivery, transfer cost, storage, and application of liquid emulsified asphalt to facilitate the chip sealing of existing roadways working in cooperation with the Bureau of Land Management Force Account Crew.

The project will supply 540 tons of Emulsified Liquid Asphalt (CRS-2P) and 160 tons of Fog Seal (CSS- 1H) to the various road projects within Douglas County, Oregon.

Location:

The material shall be delivered to the following Roseburg and Medford District, BLM roads and the application length on each road:

a. Smith River Road, 20-7-27.0, 7.5 miles

b. South Fork Smith River Road, 21-5-18.0, 10.5 miles

c. Tyee Access Road, 25-7-5.1, 4.7 miles

d. Little Wolf Creek Road, 24-8-36.0, 0.8 miles

Directions to Work Location:

See work location maps for Smith River Road 20-7-27.0, South Fork Smith River Road 21-5-18.0, Tyee Access

Road 25-7-5.1, and Little Wolf Creek Road 24-8-36.0.

Work Schedule:

Ultimate project workdays will be determined by mutual agreement between the Government and Contractor. The project is planned to start on or around July 1, 2024, but shall be completed no later than September 15, 2024. Once work has commenced, project work shall be concluded within 45-days. Work schedule is Monday through Friday, from 7:00 am to 5:00 pm and may vary based on local project conditions and weather.

Definitions:

A. CRS-2P – Cationic Rapid setting, polymer modified emulsion. (emulsified liquid asphalt)

B. CSS-1H – Cationic Slow Setting asphalt emulsion. (Fog Seal)

C. Distributor - Truck mounted insulated tank with spray bars and automatic controls for adjusting asphalt application rates.

D. Emulsified Liquid Asphalt - Asphalt, water and an emulsifying agent with stabilizer. Conversions between weights and volumes for liquid emulsified asphalt shall be corrected to standard temperature of 15.6 degrees

Centigrade (60 degrees Fahrenheit).

Reference Standards:

American Association of State Highway and Transportation Officials (AASHTO):

AASHTO M 140 Standard Specification for Emulsified Asphalt

AASHTO T 40 Standard Method of Test for Sampling Bituminous

Materials AASHTO T 59 Standard Method of Test for Emulsified Asphalts

Submittals:

BLM ROSEBURG DISTRICT Page 4 of 58

Provide a Certificates of Conformance from the supplier of the emulsified asphalt and that they conform to the requirements of this project.

Emulsified Asphalt Requirements:

Emulsified liquid asphalt, grade CRS-2P or Fog Seal, grade CSS-1H. Product shall meet the requirements of

AASHTO M 140, be sampled in accordance with AASHTO T 40, and be tested in accordance with AASHTO T 59.

a. Viscosity(s), Saybolt Furol method at 50 degrees Centigrade shall be between 100 and 140.

b. Oil distillate by volume of emulsion shall be between 1.5 and 3 percent.

c. Residue by 204 Centigrade distillation shall be 65% minimum.

d. Demulsibility with 0.02 Normal CACL2 shall be 60% minimum.

e. Residue test from distillation shall have a penetration range of 90 to 200 dmm, at 25 Centigrade. The elastic recovery at 10 Centigrade shall be a minimum of 45% with a 20 cm elongation standard mold with 5-minute relaxation.

Project Requirements:

A. The supplier shall utilize distributor trucks as to not allow for more than 30-minute delays between product offloading from tanker trucks.

B. The supplier shall exercise appropriate measures to protect existing improvements from over spray and splash.

C. The supplier shall cooperate with the rock spreading operation of the BLM maintenance crew to result in an efficient and well-coordinated operation.

D. The COR will furnish specific application rates, widths and lengths to the Supplier at the project site.

E. Air temperature of application shall be between 65 and 85 degrees F.

F. Product temperature at time of transport and spray application shall be between 60 and 77 degrees centigrade (140 to 170 degrees Fahrenheit).

G. The distributor, when not spraying, shall be parked so that product will not drip on the surface of the traveled way.

H. Asphalt shall NOT be discharged into a borrow ditch or streams.

I. Supplier’s product deliveries shall arrive at the designated project sites within 30 minutes of the predetermined times.

J. Distributor shall be moving forward at the appropriate speed prior to spraying product. Operation methods shall prevent exceeding the specified application rates at the junctions of passes. Do not spread bituminous material in excess of the length that can be immediately covered with aggregate.

Equipment Requirements:

BLM ROSEBURG DISTRICT Page 5 of 58

A. Distributors and transport trucks shall be commercially manufactured equipment, in good working order, specifically designed to transport/apply emulsified asphalt.

B. Tanks shall be able to maintain the product within the specified temperature range and shall be thoroughly flushed of incompatible products/solvents prior to filling with specified product.

C. Product distribution shall be automatically controlled by operator from inside the truck cab.

D. Spray bars shall be a minimum of 18-foot long, full circulation type, with lateral and vertical adjustments.

E. Spray mechanisms shall be able to uniformly apply product under pressure, in increments of six- inch widths, at rates from 0.35 to 0.65 gallons per square yard with a maximum variation from the specified rate of ± 0.02 gallons per square yard. The target distribution rate is a uniform application of approximately 0.45 gallons per square yard to cover the complete width of the road, including turnouts, curve widening, junction flares and like features, however, this will be adjusted during application based on material and site conditions.

F. Distributor equipment shall include three tachometer pressure gauges, accurate volume measuring devices or a calibrated tank, and a thermometer for tank contents.

G. Limit truck speed while traveling over completed chip seal to a maximum of 15 miles per hour as necessary to prevent dislodging of newly placed chip rock.

Delivery Tickets:

Delivery Tickets shall furnish with each shipment. The delivery tickets shall contain the following information:

a. Consignee

b. Identification No. (Truck, Car, Tank, etc.)

c. Contract Number

d. Date

e. Grade

f. Destination

g. Loading Temperature

h. Net Gallons

i. Specific Gravity at 60 degrees Fahrenheit

j. Net Weight

Hazardous Material Containment/Cleanup:

During operations on lands managed by the BLM, in event of a release as defined in Oregon Administrative Rules

(OAR), Chapter 340, Division 142, Oil and Hazardous Materials Emergency Response Requirements, the Supplier shall immediately implement the Spill Prevention, Control, and Countermeasure Plan (SPCC) plan and notify the on-site Government Contract Representative (COR or PI). The Government Representative will initiate the

District’s Hazardous Materials Contingency Plan and/or Spill Containment Plan reporting requirements. The

Government Representative will remain on scene until relieved by the District Hazardous Materials Management

Coordinator (HMMC) or his/her representative.

Spill Prevention, Control, and Countermeasure Plan (SPCC): A modified SPCC Plan shall be developed as defined under 40 CFR Part 112. The SPCC Plan will be reviewed and accepted by the COR prior to initiating project work.

The SPCC Plan shall, as a minimum, contain the following information:

1. Response Priorities

2. Supplier’s Representative in Charge

3. Duties of Supplier Personnel

4. Emergency Response Procedures

5. Contents of Spill Containment Kit (SCK)

6. Spill Response Diagram

BLM ROSEBURG DISTRICT Page 6 of 58

Upon request, an example of a modified SPCC may be obtained from the BLM District Environmental Protection

Specialist for Hazardous Materials.

Spill Containment Kit (SCK): A SCK, as described in the modified SPCC, shall be on-site during any operation and training provided to employees on how components of the SCK are used. The SCK must be designed for use with petroleum products, and must contain, as a minimum, the following items:

1. Two Bales (4 Booms/Bale, of 8" dia. X 10’ length Oil-only Absorbent Booms)

2. Two Bales (100 Pads/Bale, of Oil-only Absorbent Pads, minimum of 17"x19"x1/4")

3. One Oil-only Absorbent Sweep (minimum of 18" dia. X 100' length)

4. One Floating On-Water Containment Boom (minimum 18” width x 100’ length) (only required for in-stream or riparian work within 50 feet or less of a waterway.)

5. Gloves (PVC and Latex), Goggles, and Garbage Bags sufficient to contain soiled absorbents.

The supplier shall implement the Emergency Response Actions described in the modified SPCC plan. Those actions include, but are not limited to, immediate action to protect employee health and safety, immediate action to stop the flow of product from the equipment, removal of equipment from the waterway if required and/or possible, deployment of the absorbent booms and pads downstream from the equipment, and any other immediate action as specified by Federal and/or State On-Scene Coordinators or his/her representative. The Supplier shall be responsible for cleanup/removal and proper disposal of contaminated materials from the site.

Method of Measurement:

Emulsified Asphalt and Fog Seal will be measured and paid for actual quantities delivered, applied, and accepted, as measured to the nearest 0.1 ton, and supported by weight tickets. Payment shall constitute full compensation for furnishing and placing all materials, cleaning, etc., including standby time, and all equipment, tools, labor, and incidentals necessary to complete the work as specified.

(End of Section C)

BLM ROSEBURG DISTRICT Page 7 of 58

SECTION E – INSPECTION AND ACCEPTANCE

The following clause is incorporated by reference:

Clause Title Date

52.246-16 RESPONSIBILITY FOR SUPPLIES APR 1984

(End of Section E)

BLM ROSEBURG DISTRICT Page 8 of 58

SECTION F – DELIVERIES OR PERFORMANCE

The project is planned to start on or around July 1, 2024, but shall be completed no later than September 15, 2024.

The following clauses are incorporated by reference:

52.242-15 STOP WORK ORDER AUG 1989

(End of Section F)

BLM ROSEBURG DISTRICT Page 9 of 58

SECTION G – CONTRACT ADMINISTRATION DATA

The following local clauses are provided in full text:

CONTRACTOR PERFORMANCE ASSESSMENT REPORTING SYSTEM (JULY 2010)

(a) FAR 42.1502 directs all Federal agencies to collect past performance information on contracts. The

Department of the Interior (DOI) has implemented the Contractor Performance Assessment Reporting System

(CPARS) to comply with this regulation. One or more past performance evaluations will be conducted in order to record your contract performance as required by FAR42.15.

(b) The past performance evaluation process is a totally paperless process using CPARS. CPARS is a web-based system that allows for electronic processing of the performance evaluation report. Once the report is processed, it is available in the Past Performance Information Retrieval System (PPIRS) for Government use in evaluating past performance as part of a source selection action.

(c) We request that you furnish the Contracting Officer with the name, position title, phone number, and email address for each person designated to have access to your firm's past performance evaluation(s) for the contract no later than 30 days after award. Each person granted access will have the ability to provide comments in the Contractor portion of the report and state whether or not the Contractor agrees with the evaluation, before returning the report to the Assessing Official. The report information must be protected as source selection sensitive information not releasable to the public.

(d) When your Contractor Representative(s) (Past Performance Points of Contact) are registered in CPARS, they will receive an automatically-generated email with detailed login instructions. Further details, systems requirements, and training information for CPARS is available at https://www.cpars.gov/. The CPARS

User Manual, registration for On Line Training for Contractor Representatives, and a practice application may be found at this site.

(e) Within 60 days after the end of a performance period, the Contracting Officer will complete an interim or final past performance evaluation, and the report will be accessible at https://www.cpars.gov/. Contractor

Representatives may then provide comments in response to the evaluation, or return the evaluation without comment. Comments are limited to the space provided in Block 22. Your comments should focus on objective facts in the Assessing Official's narrative and should provide your views on the causes and ramifications of the assessed performance. In addition to the ratings and supporting narratives, blocks 1 - 17 should be reviewed for accuracy, as these include key fields that will be used by the Government to identify your firm in future source selection actions. If you elect not to provide comments, please acknowledge receipt of the evaluation by indicating ''No comment" in Block 22, and then signing and dating Block 23 of the form. Without a statement in Block 22, you will be unable to sign and submit the evaluation back to the Government. If you do not sign and submit the CPAR within 30 days, it will automatically be returned to the Government and will be annotated: "The report was delivered/received by the contractor on (date). The contractor neither signed nor offered comment in response to this assessment." Your response is due within 30 calendar days after receipt of the CPAR.

(f) The following guidelines apply concerning your use of the past performance evaluation:

(1) Protect the evaluation as "source selection information." After review, transmit the evaluation by completing and submitting the form through CPARS. If for some reason you are unable to view and/or submit the form through CPARS, contact the Contracting Officer for instructions.

(2) Strictly control access to the evaluation within your organization. Ensure the evaluation is never released to persons or entities outside of your control.

https://www.cpars.gov/ https://www.cpars.gov/ https://www.cpars.gov/ https://www.cpars.gov/

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(3) Prohibit the use of or reference to evaluation data for advertising, promotional material, preaward surveys, responsibility determinations, production readiness reviews, or other similar purposes.

(g) If you wish to discuss a past performance evaluation, you should request a meeting in writing to the

Contracting Officer no later than seven days following your receipt of the evaluation. The meeting will be held in person or via telephone or other means during your 30- day review period.

(h) A copy of the completed past performance evaluation will be available in CPARS for your viewing and for

Government use supporting source selection actions after it has been finalized.

(End of clause)

ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS – INVOICE PROCESSING PLATFORM (IPP)

(APR 2013)

Payment requests must be submitted electronically through the U.S. Department of the Treasury’s Invoice

Processing Platform System (IPP).

“Payment request” means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable

Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions –

Commercial Items included in commercial item contracts. The IPP website address is: https://www.ipp.gov.

Under this contract, the following documents are required to be submitted as an attachment to the IPP invoice

Invoice billed according to contract line items and rates

The Contractor must use the IPP website to register access and use IPP for submitting requests for payment. The

Contractor Government Business Point of Contract (as listed in SAM) will receive enrollment instructions via email from the Federal Reserve Bank of Boston (FRBB) prior to the contract award date, but no more than 3 – 5 business days of the contract award date. Contractor assistance with enrollment can be obtained by contacting the IPP

Production Helpdesk via email ippgroup@bos.frb.org or phone (866) 973-3131.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the

Contractor must submit a waiver request in writing to the Contracting Officer with its proposal or quotation.

(End of Local Clause)

(End of Section G) https://www.ipp.gov/ mailto:ippgroup@bos.frb.org

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SECTION H – SPECIAL CONTRACT REQUIREMENTS

H.1.0 ACCESS

In the event of a site/facility closure, the Contractor shall not make deliveries to the site/facility until it is reopened by the Government, unless otherwise instructed by the Contracting Officer or their designated representative.

H.2.0 WORK HOURS

Unless otherwise specified in Section C, Specifications, work hours under this contract shall be limited to the time between one-half hour before sunrise to one-half hour after sunset each day. No work will be done on Saturday, Sunday, or Federal holidays unless authorized by the COR.

H.3.0 ENVIRONMENTAL INTERRUPTION OF WORK

H.3.1 Environmental - The Contracting Officer, by issuance of a suspend work order, may direct the Contractor to shut down any work that may be subject to damage due to weather conditions, fire danger, or because it is impracticable to work during the winter season. The Contractor will be given a resume work order which will document the date the work suspension ends. An allowance has been included in the contract time for all environmental delays. The count of contract time will therefore continue during all periods of suspension due to normal weather conditions, including fire danger. The Contractor will not be entitled to additional contract time for any suspensions except to the extent that they are due to unusually severe weather conditions. The Contractor will not be entitled to additional monetary compensation for such suspensions regardless of duration.

H.3.2 Endangered Species - The Government may direct the Contractor to discontinue all operations in the event that listed or proposed threatened or endangered plants or animals protected under the Endangered Species

Act of 1973, as amended, or Federal candidate (Category 1 and 2), sensitive or state listed species, identified under BLM Manual 6840, are discovered to be present in or adjacent to the project area.

H.4.0 ENVIRONMENTAL IMPACT

All waste materials generated by any work under the contract performed on a Government installation shall at all times be handled, transported, stored, and disposed of by the contractor and by his subcontractors in accordance with all applicable Federal, state, and local laws, ordinances, regulations, court orders, and other types of rulings having the effect of the law, including, but not limited to Executive Order 12088, 13

October 1978, Federal Compliance with Pollution Control Standards; the Federal Water Pollution Control

Act, as amended (33 U.S.C. 1251 ET SEQ); the Clean Air Act as amended (42 U.S.C. Sec 7401 ET SEQ);

the Endangered Species Act, as amended (16 U.S.C. Sec 1531, ET SEQ); the Toxic Substances Control

Act, as amended (15 U.S.C. Sec 2601, ET SEQ); the National Historic Preservation Act, as amended (16

U.S.C. Sec 470, ET SEQ); the Solid Waste Disposal Act, as amended (42 U.S.C. 6901 ET SEQ); and the

Archaeological and Historic Preservation Act, as amended (16 U.S.C. Sec 469, ET SEQ). Should the

United States Government be held liable for any neglect or improper actions by the contractor or any subcontractor regarding removal or disposal of any hazardous waste, the contractor shall reimburse the

Government for all such liability.

H.5.0 HAZARDOUS MATERIALS

Any material suspected of being hazardous that is encountered during performance of a project shall immediately be brought to the attention of the Contracting Officer, at which time a determination will be made as to whether hazardous material testing shall be performed. If the Contracting Officer directs the contractor to perform tests, and/or the material is found to be of a hazardous nature requiring additional protective measures, a contract modification may be required, subject to equitable adjustment under the terms of the contract. The contractor is advised that friable and/or non-friable asbestos-containing material may be encountered in project areas. Friable asbestos-containing material is any material that contains more than one percent asbestos by weight, and that hand pressure can crumble, pulverize or reduce to powder

BLM ROSEBURG DISTRICT Page 12 of 58 when dry. Non-friable asbestos containing materials are materials in which asbestos fibers are bound by a matrix material, saturation, impregnation or coating.

Non-friable asbestos-containing materials do not normally release airborne asbestos fiber during routine handling and end-use. However, excessive fiber concentrations may be produced during uncontrolled abrading, sanding, drilling, cutting, machining, removal, demolition, or other similar activities. 29 CFR

1910.1001 shall be referenced in the event asbestos-containing materials are encountered. Friable asbestos-containing materials are not authorized for use in new construction or maintenance projects.

H.6.0 RESTORATION OF RESOURCES

H.6.1 Cleanup - The Contractor is responsible for cleaning up all camp and worksites before leaving the area.

Final payment or other alternative deemed feasible may be withheld until the Contractor has complied with this requirement.

H.6.2 Site and Access Roads – Site and public or private access roads negligently damaged by the Contractor shall be restored to the same condition they were in at the commencement of work, at the expense of the

Contractor.

H.7.0 UNAUTHORIZED PERSONNEL

The contractor shall inform all personnel working under his jurisdiction (including subcontractor and visiting supplier personnel) that access to restricted areas outside of the immediate work area; excluding direct haul and access routes, contracting and Civil Engineering offices and points of supply and storage; is prohibited. Circulation of said personnel will be limited to official business only. Persons in violation of the above will be apprehended and appropriately disciplined.

H.8.0 FIRE DANGER SEASON

If the COR allows the Contractor to continue work during periods of declared fire danger or season, the

Contractor shall comply with all applicable state laws relating to fire prevention and with all special conditions of work as directed by the COR and outlined in the attachment at the end of this section.

(End of Section H)

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SECTION I – CONTRACT CLAUSES

The following provision is incorporated by reference:

52.204-22 ALTERNATIVE LINE ITEM PROPOSAL JAN 2017

The following clauses are incorporated by reference:

52.202-1 DEFINITIONS JUN 2020

52.203-3 GRATUITIES APR 1984

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS

JUN 2020

52.203-17 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND

REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER

RIGHTS

JUN 2020

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER MAY 2011

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE OCT 2018

52.204-18 COMMERCIAL AND GOVERNMENT ENTITY CODE MAINTENANCE AUG 2020

52.209-2 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC

CORPORATIONS - REPRESENTATION

NOV 2015

52.211-17 DELIVERY OF EXCESS QUANTITIES SEP 1989

52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL

SAFETY DATA

JAN 1997

52.232-11 EXTRAS APR 1984

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS

SUBCONTRACTORS

MAR 2023

52.242-13 BANKRUPTCY JUL 1995

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

52.253-1 COMPUTER GENERATED FORMS JAN 1991

The following clauses are provided in 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.

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(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.

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(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.

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(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:

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(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;

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(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) Other documents, exhibits, and attachments.

(8) 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 (JUNE 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 https://www.acquisition.gov/far/part-52#FAR_52_212_5 https://www.acquisition.gov/far/part-52#FAR_52_203_19

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(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:

X (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).

X (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].

X (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).

X (8) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division

R of Pub. L. 117-328).

X (9) 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).

__ (10) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT

2018) (41 U.S.C. 2313).

https://www.acquisition.gov/far/part-52#FAR_52_204_23 https://www.acquisition.gov/far/part-52#FAR_52_204_25 https://www.acquisition.gov/far/part-52#FAR_52_209_10 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/10/3801 https://login.acquisition.gov/far/52.233-3#FAR_52_233_3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://login.acquisition.gov/far/52.233-4#FAR_52_233_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_203_6 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_203_13 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_203_15 https://www.acquisition.gov/far/part-52#FAR_52_204_10 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_204_14 https://www.acquisition.gov/far/part-52#FAR_52_204_15 https://www.acquisition.gov/far/part-52#FAR_52_204_27 https://www.acquisition.gov/far/part-52#FAR_52_209_6 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim https://www.acquisition.gov/far/part-52#FAR_52_209_9 http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section2313&num=0&edition=prelim

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__ (11) [Reserved]

__ (12) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

__ (13) 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).

__ (14) [Reserved]

X(15) (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.

__ (16) (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.

X (17) 52.219-8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C. 637(d)(2) and (3)).

__ (18) (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.

__ (19) (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.

X (20) 52.219-14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 637s).

__ (21) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

__ (22) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT

2022) (15 U.S.C. 657f).

__ (23) (i) 52.219-28, Post Award Small Business Program Representation (MAR 2023)

( 15 U.S.C. 632(a)(2))

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

__ (24) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged

Women-Owned Small…