COMBINED SYNOPSIS SOLICITATION N3220521Q2034 Due 11 Aug 2021 Final (1).docx

MILITARY SEALIFT COMMAND

N10 - CONTRACTS AND BUSINESS MANAGEMENT DIRECTORATE

COMBINED SYNOPSIS/SOLICITATION

Military Sealift Command Combined Synopsis and Solicitation Notice Information

1. 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; proposals are being requested and a written solicitation will not be issued.

2. Solicitation number is N3220521Q2034 and is being issued as a Request for Quotes (RFQ).

3. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) FAC 2021-05 / 03-10-2021 located on https://www.acquisition.gov

4. The associated NAICS code is 811310 and the associated PSC code is J039 for this procurement: NOTE: A Class Waiver is not applicable to a procurement unless the NAICS code, PSC, and NAICS Code Descriptor currently in effect, match the item(s) being procured.

|_| is not being set-aside for small businesses.

|X| is being set-aside for small business. The small business size standard is $8.0 MIL.

5. The table below lists the Contract Line Item Number(s) (CLIN(s)) and items, quantities and units of measure, inclusive of any applicable options:

MHE SERVICES

MHE SERVICES (Cont.)

6. STATEMENT OF WORK

1. GENERAL

1.1 BACKGROUND

1.1.1 The Military Sealift Command (MSC) requires annual weight test, inspection, repair, and certification of material handling equipment (MHE) forklift equipment at MSC Underway Replenishment Training Center (MUTC), Joint Expeditionary Base (JEB) Little Creek-Fort Story, and Training Center Hampton Roads, (TCHR) FT Eustis, New Port News, VA. Maintenance may include, appraisals, groom, inspections, certification, weight test, life cycle management, overhauls, refurbishment, repairs, reports, tests, and upgrades.

1.2 OBJECTIVES

1.2.1 Under this contract, all services shall be performed by experienced forklift technical representatives/technicians. All parts ordered under this contract shall be brand name or equal parts and use the correct forklift manufactures technical manuals. Work will be performed at the Government facility where the MHE is physically located, or at the Contractor’s facility.

1.2.2 The scope of work for this contract includes technical representative/ technicians services and parts for all MUTC, and TCHR MHE forklift equipment. Systems for which services and parts will be provided are listed in the following paragraphs. Additional equipment may be added by a contract modification, as required by MSC.

1.2.3 All work shall be performed in accordance with (IAW) Original Equipment Manufacturers (OEM) technical manuals, practices and procedures, United States Coast Guard (USCG) regulations, American Bureau of Shipping (ABS) regulations, General Technical Requirements (GTR), and MSC Technical Publications.

1.2.4 Perform the Annual Weight Test, Inspection, Repair, and Certification IAW the guidelines stated in the NAVSUP P-538 Management of MHE and Shipboard Mobile Support equipment (SMSE).

1.2.5 The Contractor shall be equipped to perform on site emergent repair work at the MUTC Training center JEBLC and TCHR, FT Eustis. If repairs are beyond field repair capabilities the MHE will be transported to the contractor’s repair facility.

1.3 REFERENCES

2. PLACE AND PERIOD OF PERFORMANCE

2.1 PLACE OF PERFORMANCE

2.1.1 Contractor Repair Facility, MSC JEBLC Norfolk, and TCHR FT Eustis, Newport News VA.

Period of Performance

3. SPECIFIC TASKS (IN ADDITION TO THE MAINTENANCE REQUIREMENTS OUTLINED IN THE REFERENCES THE FOLLOWING ITEMS ARE APPLICABLE).

3.1 Provide experienced technical field service representatives/technicians to conduct repairs and perform preventive maintenance of forklift trucks. MHE forklift scheduled maintenance includes an; when required, 12-month, 18-month and a 36-month periodic inspection IAW applicable Technical Manuals identified in section 3.15. PREVENTIVE MAINTENANCE SCHEDULE has time intervals for inspection, lubrication and maintenance for your lift truck. The service intervals are given in both operating hours recorded on the lift truck hour meter, and in calendar time. The recommendation is to use the interval that comes first. consists of periodic inspections and weight tests. Perform OEM recommended services to ensure proper operation of the equipment.

3.2 Service provider is to perform Routine/Periodic Maintenance and Safety Certifications on the MHE identified IAW each of the technical manuals for diesel forklift trucks. Technical Manual; Operation, Maintenance, Repair and overhaul, HYSTER Forklift Truck, Model S650XM - 6000 LB Capacity Shipboard 3 - Stage I Upright Diesel Powered Solid Rubber Tire, Safety Rating type DS, Manufactured 2002-2005, (IAW, Table 4.1.1 Maintenance Schedule)

3.3 Service provider is to perform Routine/Periodic Maintenance and Safety Certifications on the MHE identified IAW each of the technical manuals for electrical forklift trucks. Technical Manual; HYSTER Forklift Truck Shipboard E40XNG – 4000 LB Capacity Electric Powered; Maintenance Manual Commercial.

3.4 Pick-up and deliver MHE forklifts from the MSC UNREP Training Center 1142 5th Street Bldg. 3525 JEBLC Virginia Beach, VA 23459 or TCHR, Fire Trainer, FT Eustis, Newport News, VA. MSC UNREP Training Center Director/COR will provide projected schedule of required certifications and will coordinate scheduling with the Contractor.

3.5 Service provider shall submit a condition report on each MHE forklift asset to MSC, Norfolk, VA. These condition reports shall identify the overall condition of each asset and list all necessary repairs required to meet the operational and safety specifications of NAVSEA SW0-23-AH-WHM-10, Eight Revision “Handling Ammunition and Explosives with industrial Material Handling Equipment (MHE).” CDRL 0001 and CDRL 0002)

3.6 Provide the services of a capable Contractor facility to perform all maintenance, disassembly, groom, inspections, overhaul, refurbishment, repair, and/or reassembly IAW all manufacturer requirements. Capable is defined as having technicians with the ability and capability of meeting the requirements of Paragraph 5 below.

3.7 Provide qualified technical field service representatives/technicians as defined in Paragraph 5, to inspect, troubleshoot, and/or make adjustments, as necessary, to bring the MHE forklift equipment to proper operating and load parameters.

3.8 Transport MHE forklift equipment to and from the Contractor’s facility as necessary to conduct repairs and maintenance.

3.9 Following completion of an overhaul, repair, inspection, and or test, provide a computer generated report, prepared by a qualified technical field service representative/technician as defined in Paragraph 5, detailing the results of all visual inspections, clearance readings, repairs performed, test results, corrective actions, photographs taken, and any recommendations for future repairs. (CDRL 0003)

3.10 Coordinate with appropriate Government Site Managers to attend, witness, and certify repairs IAW applicable technical manuals. Government Site Managers are identified as follows:

3.11 Performance Documentation The vendor technical representative/technician shall obtain job final sign-off from cognizant MSC personnel prior to departing the job site when returning the repaired MHE or when completing onsite repairs. The MHE inspection will be conducted in accordance with NAVSEA Publication SW0-23-AH-WHM-10, NAVSUP P-538, and Technical Manual, Operation, Maintenance, Repair and Overhaul illustrated Parts Break down, HYSTER FORK LIFT TRUCK, MODEL S60XM Diesel Powered, and Shipboard use. The Government Site Engineer/Government maintenance personnel will inspect the work prior to acceptance and report to the Government Site Managers. The primary Points of Contact for Receipt Inspection Form/ job sign-off are the TCHR Training Specialist Facilities Manager, and the MUTC Training Specialist Site Administrator. A copy of final sign-off shall be provided to the Contracting Officer Representative (COR). (CDRL 0003)

3.12 Deliverables

3.12.1 The contractor shall provide a Condition Report, hard and electronic copies, for each unit identifying the current operational condition and all required repairs in accordance with; NAVSUP PUBLICATION 538 SIXTH REVISION (MHE Initial Receipt Inspections Form, CDRL 0001); NAVSEA PUBLICIATION SWO-23-AH-WHM-010; Technical Manual, Operation, Maintenance, Repair and Overhaul illustrated Parts Break down, HYSTER FORK LIFT TRUCK, MODEL S60XM Diesel Powered, & Shipboard use; Technical Manual, Operation, Maintenance, Repair and Overhaul illustrated Parts Break down, HYSTER FORK LIFT TRUCK, MODEL S60XM Diesel Powered, and Shipboard use and the Condition Report shall be provided to the MUTC Training Specialist Site Manager and electronically filed in MSC's repository system. (CDRL 0001)

3.12.2 The contractor shall provide a Condition Report, hard and electronic copies, for each unit identifying the current operational condition, Fork Maintenance Inspection Form, and all required repairs in accordance with NAVSUP PUBLICATION 538 SIXTH REVISION (Forklift Maintenance Inspection Form Figure, CDRL 0002) and NAVSEA PUBLICIATION SWO-23-AH-WHM-010. The Condition Report shall be provided to the MUTC Training Specialist Site Manager and electronically filed in MSC's repository system. (CDRL 0002)

3.12.3 Prior to departing the job site at the job completion the contractor will receive a Final job sign off/condition report to cognizant MSC personnel. The contractor shall provide a Final Condition Report, hard and electronic copies, for each unit identifying the current operational condition and all required repairs in accordance with; NAVSUP PUBLICATION 538 SIXTH REVISION (MHE Final Inspection Form, CDRL 0003); NAVSEA PUBLICIATION SWO-23-AH-WHM-010; Technical Manual, Operation, Maintenance, Repair and Overhaul illustrated Parts Break down, HYSTER FORK LIFT TRUCK, MODEL S60XM Diesel Powered, & Shipboard use; Technical Manual, Operation, Maintenance, Repair and Overhaul illustrated Parts Break down, HYSTER FORK LIFT TRUCK, MODEL S60XM Diesel Powered, and Shipboard use and the Condition Report shall be provided to the MUTC Training Specialist Site Manager and electronically filed in MSC's repository system. (CDRL 0003)

3.13 Technical Manuals

3.13.1 NAVSUP P-538 Management of MHE and SMSE (As revised).

3.13.2 NAVSEA SW0-23-AH-WHM-10, Eight Revision “Handling

Ammunition and Explosives with industrial MHE (As revised).

3.13.3 Technical Manual; Operation, Maintenance, Repair and overhaul, HYSTER Forklift Truck, Model S650XM - 6000 LB Capacity Shipboard 3 - Stage I Upright Diesel Powered Solid Rubber Tire, Safety Rating type DS, Manufactured 2002-2005. Alterations or changes to any documentation, the contractor shall provide changes to technical manuals and drawings equal or greater to the existing quality in technical manuals and drawings. MSC and the corresponding Site Administrator shall provide electronic copies of each manual/drawing changes.

3.13.4 Technical Manual; HYSTER Forklift Truck Shipboard E40XNG - 4000 LB Capacity Electric Powered; Maintenance Manual Commercial. Alterations or changes to any documentation, the contractor shall provide changes to technical manuals and drawings equal or greater to the existing quality in technical manuals and drawings. MSC and the corresponding Site Administrator shall provide electronic copies of each manual/drawing

3.14 Equipment procured under this contract shall meet all OEM and technical manual specifications.

4. TRANSPORTATION AND EQUIPMENT

4.1 The Contractor shall provide its personnel all necessary transportation to and from any/all MSC buildings. Government transportation will not be provided.

4.2 The Contractor shall provide all tools, equipment, mobile communications devices, and training in support of this contract.

5. QUALIFICATIONS

5.1 Qualification Standards. The Contractor shall provide qualified personnel to perform all contract work and services as identified below.

5.1.1 Three years’ experience interpreting, trouble-shooting, and resetting HYSTER on-board dash displays on HYSTER MHE.

5.1.2 Access to HYSTER proprietary hardware and software required to reset on-board MHE electronics.

5.1.3 Thoroughly knowledgeable with the MHE forklift equipment described within this contract.

5.1.4 Contractor must have access to technical manuals and diagnostic manuals applicable to the equipment being serviced.

5.1.5 Three years’ experience performing safety certifications on shipboard-approved diesel forklifts in accordance with the requirements set forth in the NAVSEA SW023-AH-WHM-010, NAVSUP PUB 538, and equipment technical manuals.

6. CONTRACTING OFFICER’S REPRESENTATIVE (COR)

6.1 The COR will represent the Contracting Officer in the administration of technical details within the scope of this contract and will manage inspection of all deliverables. The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the Contracting Officer or the Government. The COR does not have the authority to alter the Contractor’s obligations or change the specifications in the contract or issue a task or delivery order. If, as a result of technical discussions, it is desirable to alter contract obligations or statements of work, a modification must be issued in writing and signed by the Contracting Officer. The COR is responsible for reviewing invoices submitted by the Contractor and informing the Contracting Officer of areas where exceptions are to be taken. The COR’s authority is non-delegable.

6.2 The COR will be designated by separate correspondence. That correspondence will be provided to the Contractor upon award.

7. AUTHORIZED CHANGES BY THE CONTRACTING OFFICER

7.1 The Contracting Officer is the only person authorized to approve changes in any of the requirements of this contract and notwithstanding provisions contained elsewhere in this contract, said authority remains solely the Contracting Officer. In the event the Contractor effects any change at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase incurred as a result thereof.

7.2 Any Warranted Contracting Officer assigned to MSC, Contracting Directorate N10 within the limits of their Contracting Officer warrant is authorized to affect changes to this contract.

8. CONTRACTOR IDENTIFICATION

8.1 Contractor employees must be clearly identifiable while on Government property by wearing appropriate badges.

8.2 Contractor personnel and their subcontractors must identify themselves as Contractors or subcontractors during meetings, telephone conversations, in electronic messages, or correspondence related to this contract.

9. PRIOR WRITTEN PERMISSION REQUIRED FOR SUBCONTRACTORS. None of the services required by this contract shall be subcontracted to or performed by persons other than the Contractor or the Contractor’s employees without prior written consent of the Contracting Officer unless included in offeror’s technical proposal.

10. LICENSES, PERMITS, AND PRECAUTIONS

10.1 The Contractor shall, at the Contractor’s expense, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable laws, codes, and regulations, in connection with the performance of work. Further, the Contractor is responsible to ensure that proper safety and health precautions are taken to protect the work, the workers, the public, and the property of others.

11. TASK ORDERS & ORDERING PROCEDURES.

11.1 All orders under this contract will be firm-fixed price. The Contractor shall provide a fixed-price quote in accordance with the unit price under CLINS 0001-0002 to deliver a product or render a service. After following applicable selection procedures, the Contracting Officer shall issue a fixed-price task order in response to the quote and upon concurrence from the COR.

11.2 Individual task orders placed under the contract shall be issued by the Contracting Officer. For purpose of the contract, any warranted contracting officer of the MSC shall serve as an ordering officer. The contractor is authorized to accept oral orders containing the same information as required in an SF 1449. No payments shall be made for any work not supported by a duly executed SF 1449.

NOTE: Attachments are embedded in the CDRLs.

(End of Statement of Work)

7. The required delivery is FOB Destination and acceptance date is dependent on the Task Order level. Delivery and acceptance will occur at MSC Underway Replenishment Training Center (MUTC), Joint Expeditionary Base (JEB) Little Creek-Fort Story, and Training Center Hampton Roads, (TCHR) FT Eustis, New Port News, VA.

8. The provision at FAR 52.212-1, Instructions to Offerors – Commercial applies to this acquisition and is incorporated by reference. The provision is amended as follows:

52.212-1 (ADDENDUM) ADDITIONAL INSTRUCTIONS TO OFFERORS--COMMERCIAL ITEMS

a. Any inconsistency between FAR Provision 52.212-1 and the Addendum to FAR 52.212-1 shall be solved by giving precedence to the Addendum to FAR 52.212-1.

b. After receipt of quotes the Government may, with or without notice, negotiate with and, if desired, seek quote revisions from as many or as few quoters as it, in its discretion, deems appropriate.

c. The term “offeror” or “offer” as used in FAR 52.212-1 shall be understood to mean “quoter” and “quote,” respectively. Further, the term “award” shall be understood to describe the Government’s issuance of an order.

d. The Government will consider all quotes that are timely received and may consider late quotes. Failure of a quote to address any items required in the submission package may make a quote unacceptable.

e. Paragraph (b) of FAR Provision 52.212-1, Submission of Offers, is amended as follows:

1. Price quote which identifies the requested item(s), unit price inclusive of shipping (if any), and extended price

2. Total Firm Fixed price

3. Any Discount Terms

4. Estimated time of delivery

5. Technical Submission Requirements

a. The quote shall contain all pre-award submission/certification requirements as defined in the performance work statement.

6. Responses to the solicitation are due 11 August, 2021, at 1200 (Noon) Norfolk, VA time. Quotes may be e-mailed to Brent Frost at brent.w.frost.civ@us.navy.mil, and James Van Natta at james.m.vannatta.civ@us.navy.mil. To be considered timely, an E-mail quote must be received in its entirety in the designated E-mail inbox by the due date and time for quote submission. Quotes received after that time will be considered at the Government’s sole discretion. Please reference the solicitation number on your quote.

9. Provision 52.212-2 Evaluation—Commercial Items (Oct 2014) applies to this acquisition.

(a) The Government may award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

(i) technical capability of the item offered to meet the Government requirement;

(ii) price;

Award shall be made to the lowest priced technically acceptable offeror in LPTA solicitations.

To be considered a technically acceptable solution for a parts procurement, the quoted parts shall meet the solicitation requirements including required parts, delivery dates, and terms and conditions stated in the solicitation. To be considered a technically acceptable solution for a service, the quoted service shall meet the solicitation requirements including terms and conditions stated in the solicitation. The quote shall state that all aspects of the technical requirement, including required delivery date and part numbers, can be met.

The Government will evaluate quoted pricing for reasonableness utilizing techniques described in FAR 13.106-3.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror by the Government within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

10. All Offerors must include a completed copy of FAR 52.212-3, Offeror Representations and Certifications – Commercial Items with its offer.

11. Clause 52.212-4 Contract Terms and Conditions – Commercial items, applies to this acquisition.

(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'', as amended (41 U.S.C. 601-613). 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 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 or 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 32.608-2 of the Federal Acquisition Regulation 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; and (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)

12. CLAUSE 52.212-5, CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS – COMMERCIAL ITEMS (OCT 2019), applies to this acquisition along with the following FAR Clauses cited in the clause are applicable.

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement p89rovisions of law or Executive orders applicable to acquisitions of commercial items:

(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 (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).

(4) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(5) 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 items: (Contracting Officer check as appropriate.)

____ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

____ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509).

____ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 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 (Oct 2018) (Pub. L. 109-282) (31 U.S.C. 6101 note).

___ (5) [Reserved]

___ (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

____ (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

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

____ (10) [Reserved]

____ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (NOV 2011) (15 U.S.C. 657a).

____ (ii) Alternate I (NOV 2011) of 52.219-3.

____ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (OCT 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

____ (ii) Alternate I (JAN 2011) of 52.219-4.

____ (13) [Reserved]

(14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2011) (15 U.S.C. 644).

____ (ii) Alternate I (NOV 2011).

____ (iii) Alternate II (NOV 2011).

____ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

____ (ii) Alternate I (Oct 1995) of 52.219-7.

____ (iii) Alternate II (Mar 2004) of 52.219-7.

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

____ (17)(i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (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 (Nov 2016) of 52.219-9.

____ (v) Alternate IV (Aug 2018) of 52.219-9.

____ (18) 52.219-13, Notice of Set-Aside of Orders (NOV 2011) (15 U.S.C. 644(r)).

____ (19) 52.219-14, Limitations on Subcontracting (JAN 2017) (15 U.S.C. 637(a)(14)).

____ (20) 52.219-16, Liquidated Damages—Subcon-tracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

____ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (NOV 2011) (15 U.S.C. 657f).

XX (22) 52.219-28, Post Award Small Business Program Rerepresentation (July 2013) (15 U.S.C. 632(a)(2)).

____ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns (Dec 2015) (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 (Dec 2015) (15 U.S.C. 637(m)).

XX (25) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

____ (26) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (Jan 2018) (E.O. 13126).

XX (27) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

XX (28)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246).

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

____ (29)(i) 52.222-35, Equal Opportunity for Veterans (OCT 2015)(38 U.S.C. 4212).

____ (ii) Alternate I (July 2014) of 52.222-35.

XX (30)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

____ (ii) Alternate I (July 2014) of 52.222-36.

____ (31) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

____ (32) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).

____ (33)(i) 52.222-50, Combating Trafficking in Persons (March 2, 2015) (22 U.S.C. chapter 78 and E.O. 13627).

____ (ii) Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

____ (34) 52.222-54, Employment Eligibility Verification (Oct 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

____ (35)(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.)

____ (36) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (June, 2016) (E.O. 13693).

____ (37) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (June, 2016) (E.O. 13693).

____ (38) (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.

____ (39)(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.

____ (40) 52.223-15, Energy Efficiency in Energy-Consuming Products (Dec 2007) (42 U.S.C. 8259b).

____ (41)(i) 52.223-16, Acquisition of EPEAT[supreg]-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

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

XX (42) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (Aug 2011) (E.O. 13513).

____ (43) 52.223-20, Aerosols (June, 2016) (E.O. 13693).

____ (44) 52.223-21, Foams (June, 2016) (E.O. 13693).

____ (45)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

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

____ (46) 52.225-1, Buy American--Supplies (May 2014) (41 U.S.C. chapter 83).

____ (47) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli…