Combined Synopsis Solicitation- W912BU24R0070.pdf

COMBINED SYNPOSIS/SOLICITATION

Sluice Gate Actuators

W912BU-24-R-0070

U.S. ARMY CORPS OF ENGINEERS, Philadelphia District This is a combined synopsis/solicitation for commercial services prepared in accordance with Federal Acquisition Regulation (FAR) Part 13 and the format in subpart 12.6, as supplemented with additional information included in this notice, including DFARS subpart 217-71. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued. A Performance Work Statement (PWS) is included with additional information for line item. This office will not accept any telephonic, written, or faxed requests for a copy of the solicitation.

Request for quotation (RFQ):

CLIN DESCRIPTION

0001 This is a supply procuring four (4) Rotork IQ-35 Electric Actuators and four (4) Rotork IB-7 Gearboxes. The Contractor shall furnish these items per the specifications of the salient characteristics and features listed in Section 3.0 under Performance Requirements.

Inspection and Acceptance: At Delivery.

Delivery: The delivery date is 30 December 2024.

Solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2024-05, published 22 April 2024. Clauses and Provisions are available online at https://www.acquisition.gov.

This solicitation is set aside 100% for small business under NAICS Code 333995- Fluid Power Cylinder and Actuator Manufacturing. The small business size standard is 800 employees.

Quotes shall be emailed to Cheley Auguste at Cheley.Auguste@usace.army.mil no later than 3:00pm on 05 September 2024. Quotes shall include pricing information, vendor CAGE code, and Unique Entity Identification number (UEI). All vendors must be registered and active in SAM.gov.

Requests for information (RFIs) can be submitted to the contract specialist at the email address above.

Please submit RFIs no later than 5:00pm on 26 August 2024.

https://www.acquisition.gov/ mailto:Cheley.Auguste@usace.army.mil

Statement of Work

Section SF 1449 - CONTINUATION SHEET

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 4 Job

FFP

This is a supply procuring four (4) Rotork IQ-35 Electric Actuators.

FOB: Destination

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0002 4 Job

FFP

This is a supply procuring four (4) Rotork IB-7 Gearboxes.

The Contractor shall furnish these items per the specifications of the salient characteristics and features listed in Section 3.0 in the Statement of Work.

The shipping address is:

Blue Marsh Dam 1268 Palisades Dr Leesport PA 19533 Attn: Joshua Dinko

FOB: Destination

NET AMT

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government

1.0 Introduction

1.1 Scope of Work. This is a supply contract procuring four (4) Rotork IQ-35 Electric Actuators and four (4) Rotork IB-7 Gearboxes. The Contractor shall furnish these items per the specifications of the salient characteristics and features listed in Section 3.0 under Performance Requirements.

2.0 General Requirements

A required supply contract shall be provided at Blue Marsh Lake as described in the following sections.

2.1 General. The Contractor agrees to furnish equipment as described in Section 3 under Performance Requirements. The Contractor shall deliver to the project site no longer than 180 days after award.

2.2 Government-Furnished Materials. The Contractor shall provide all manpower, equipment, supplies, and materials required to deliver the actuators and gearboxes to 1268 Palisades Dr, Leesport PA, 19533.

2.3 Service. The Contractor shall be authorized to commission Rotork products and service them. The Contractor shall be authorized to operate in the Eastern and Central Pennsylvania markets. The Contractor should be locally available for follow on product support.

2.4 Warranty. The Contractor shall be authorized to supply manufacturer warranty on Rotork products.

2.5 Contractor Personnel, Disciplines, and Specialties. The Contractor must be registered in System for Award Management, (www.sam.gov) have a DUNS# and Cage Code to provide. The Contractor must use GSA and other Governmental pricing schedules where applicable.

2.6 Location and Hours of Duty. The Contractor shall deliver only during normal Corps of Engineers duty hours (7:00 am. to 3:30 pm., Monday thru Friday, excluding Federal holidays) weather permitting.

3.0 Performance Requirements.

The Contractor shall provide four (4) Rotork IQ-35 Electric Actuators with IB-7 Gearboxes per specifications of the salient characteristics listed below. They should include but are not limited to the following features:

3.1 General. The actuators shall be suitable for use on a nominal _208 volt, _3 phase, _60 Hz power supply and are to incorporate motor, integral reversing starter, local control facilities and terminals for remote control and indication connections housed within a self-contained, sealed enclosure. As a minimum, the actuators should meet the requirements set out in EN15714-2 and ISA SP96.02 In order to maintain the integrity of the enclosure, setting of the torque levels, position limits and configuration of the indication contacts must be carried out without the removal of any actuator covers and without mains power over an Infrared or Bluetooth® wireless interface. Sufficient commissioning tools must be provided with the actuators and must meet the enclosure protection and certification levels of the actuators. Commissioning tools must not form an integral part of the actuator and must be removable for secure storage / authorized release. In addition, provision shall be made for the protection of configured actuator settings by a means independent of access to the commissioning tool. Provision shall be made to disable Bluetooth® communications or only allow http://www.sam.gov/ a Bluetooth® connection initiated by an Infra-Red command for maximum security. The actuator shall include a device to ensure that the motor runs with the correct rotation for the required direction of valve travel irrespective of the connection sequence of the power supply.

3.2 Actuator Sizing. The actuator must be sized to guarantee valve closure at the specified differential pressure and temperature. The safety margin of motor power available for seating and unseating the valve must be sufficient to ensure torque switch trip at maximum valve torque with the supply voltage 10% below nominal. For linear operating valves, the operating speed shall be such as to give valve closing and opening at approximately 10-12 inches per minute.

3.3 Environmental. Actuators must be suitable for indoor and outdoor use with a standard corrosivity category, C4 medium durability as per ISO 12944. The actuator must be capable of functioning in an ambient temperature ranging from -30°C (-22°F) to +70°C (+158°F), up to 100% relative humidity.

3.4 Enclosure. Actuators shall be O-ring sealed, watertight to IP66/IP68 20m for 10 days, NEMA 4,

6. The motor and all other internal electrical elements of the actuator must be protected from ingress of moisture and dust when the terminal cover is removed for site cabling. The terminal compartment must maintain the same ingress protection rating with the terminal cover removed.

The actuator enclosure must allow for temporary site storage without the need for electrical supply connection. All external fasteners shall be suitable for the actuator corrosivity category and installation environment indicated on the datasheet.

3.5 Motor. The motor must be an integral part of the actuator, designed specifically for valve actuator applications. The motor shall be a low inertia, high torque design and class F insulated. Resulting in class B temperature rise with a time rating of 15 minutes at 40°C (104°F) at an average load of at least 33% of maximum valve torque. Temperature shall be limited by thermostat device embedded in the motor end windings and integrated into the actuator control. Electrical and mechanical disconnection of the motor shall be possible without draining the lubricant from the actuator gearcase. The actuator shall include a device to ensure that the motor runs with the correct rotation for the required direction of valve travel irrespective of the connection sequence of the power supply.

3.6 Motor Protection. Protection must be provided for the motor in the following phases.

3.6.1 Stall – The motor must be de-energized within 8 seconds in the event of a stall when attempting to unseat a jammed valve.

3.6.2 Over temperature – thermostat will cause tripping of the motor. Auto-reset on cooling.

3.6.3 Single Phasing – lost phase protection

3.6.4 Direction – phase rotation correction

3.7 Gearing. The actuator gearing must be totally enclosed in an oil-filled gearcase suitable for operation at any angle. Grease lubrication is not permissible. All drive gearing and components must be of metal construction and incorporate a lost-motion hammer blow feature. For rising spindle valves the output shaft shall be hollow to accept a rising stem and incorporate thrust bearings of the ball or roller type at the base of the actuator. The design should be such as to permit the opening of the gearcase for inspection or disassembled without releasing the stem thrust or taking the valve out of service.

3.8 Hand Operation. A handwheel must be provided for emergency operation, engaged when the motor is declutched by a lever or similar means, the drive being restored to electrical operation automatically by starting the motor. The handwheel or selection lever must not move on restoration of motor drive. Provision shall be made for the hand/auto selection lever to be locked in both hand and auto positions. It should be possible to select hand operation while the actuator is running or start the actuator motor while the hand/auto selection lever is locked in hand without damage to the drive train. Clockwise operation of the handwheel must give closing movement of the valve.

3.9 Drive Interface. The actuator shall be furnished with a drive bushing easily detachable for machining to suit the valve stem or gearbox input shaft. The drive bush shall be positioned in the base of the actuator. Thrust bearings shall be sealed for life and the base shall be capable of withstanding five times the rated thrust of the actuator.

3.10 Local Controls. The actuator must incorporate local controls for Open, Close and Stop operation and a Local/Stop/Remote mode selector switch. Mode selection must be lockable in any one of the following three positions: local control plus local stop only, stop (no electrical operation), remote control plus local stop only. It must be possible to select maintained or non-maintained local control.

3.11 Torque and Limits. Torque and turns limitation to be adjustable as follows:

Position setting range – multi-turn: 2.5 to 8,000 turns, with resolution to 7.5° of actuator output.

Position setting range – direct drive part turn actuators: 90° +/-10°, with resolution to 0.1° of actuator output.

Torque setting - 40% to 100% rated torque.

3.12 Position measurement. Absolute position measurement should be incorporated within the actuator. The technology must be capable of reliably measuring position even in the case of a single fault. The design must be simple with the minimum amount of moving parts (no more than 5). Technologies such as LEDs or potentiometers for position measurement are considered unreliable and therefore not preferred. Measurement of torque for multi-turn actuators must be from direct measurement of force at the output of the actuator. Methods of determining torque-using data derived from the motor such as motor speed, current, flux are only acceptable for part-turn actuators. A means for automatic “torque switch bypass” to inhibit torque off during valve unseating and “latching” to prevent torque switch hammer under maintained or repeated control signals shall be provided. The electrical circuit diagram of the actuator should not vary with valve type remaining identical regardless of whether the valve is to open or close on torque or position limit.

3.13 Local Position Indication. The local controls shall be arranged so that the direction of valve travel can be reversed without the necessity of stopping the actuator. The actuator display must include a dedicated numeric/symbol digital position indicator displaying valve position from fully open to fully close in 0.1% increments. Valve closed and open positions shall be indicated by symbols showing valve position in relation to the pipework to ensure that valve status is clearly interpreted. With mains power connected, the display must be backlit to enhance contrast at all ambient light levels and must be legible from a distance of at least 5m (16ft). A power save mode shall be available to switch off the display backlight during long periods of inactivity.

Red, green, and yellow LEDs corresponding to open, closed and intermediate valve positions must be included on the actuator display when power is switched on. The yellow LED should also be fully programmable for on/off, blinker and fault indication. The digital display must be maintained and updated during handwheel operation when mains power to the actuator is isolated.

The actuator display shall include a fully configurable dot-matrix display element with a minimum pixel resolution of 168 x 132 to display operational, alarm, configuration and graphical datalogger information. The text display shall be selectable between English and other languages such as:

Spanish, German, French, and Italian. Provision shall be made to upload a different language without removal of any covers or using specialized tools not provided as standard with the actuator.

Datalogger graphical displays and trend graphs must be available on the local LCD for the following functions:

• Torque versus Position

• Number of Starts versus Position

• Number of starts per hour

• Dwell Time

• Average temperature

The main display must include configurable a minimum of four different home-screens that include the following information:

• Position and status

• Position and torque (analogue)

• Position and torque (digital)

• Position and demand (positioning)

An optional environmental cover to protect the display from high levels of UV radiation or abrasive materials must be available and shall be fitted without the need for any special tooling.

The local controls and display must be rotatable through increments of 90 degrees to suit valve and actuator installation orientation.

3.14 Integral Starter and Transformer. The reversing starter, control transformer and local controls must be integral to the valve actuator and suitably housed to prevent breathing and condensation. The starter shall be suitable for 60 starts per hour during normal service or 1,200 starts per hour under reduced load conditions and of rating appropriate to motor size. The controls supply transformer shall be fed from two of the incoming three phases and incorporate overload protection. It must have the necessary voltage tapping and be adequately rated to provide power for the following functions:

• Energizing of the contactor coils

• 24V DC or 110V AC output for remote controls (maximum 5W/VA)

• Supply for all the internal electrical circuits

An alternative solid state motor starter is permissible for applications requiring up to 1,200 starts per hour. 24VDC remote controls should be used in combination with a solid-state starter to maximize response time. The solid-state starter must facilitate configurable electrical braking functionality. Speed adjustable actuators must have an integral motor controller to manage starting, speed and operation.

3.15 Remote Control Facilities. The necessary control, wiring and terminals must be contained within the actuator enclosure. Open and close external interlocks must be made available to inhibit local and remote valve opening / closing control. It must be possible to configure the interlocks to be active in remote control only. Remote control signals fed from an internal 24VDC (or 110VAC) supply and/or from an external supply between 20V and 60VDC or 40V and 120VAC, must be suitable for any one or more of the following methods of control:

• Open, Close and Stop control

• Open and Close maintained or “push to run” (inching) control

• Overriding Emergency Shut-Down; to close (or open) valve from a normally closed or open contact

• Two-wire control; energize to close (or open), de-energize to open (or close)

Additionally, provision shall be made for a separate ‘drive enable’ permissive input to prevent any unwanted electrical operation. It must be possible to reverse valve travel without the necessity of stopping the actuator or moving through an intermediate stop control position. The motor starter must be protected from excessive current surges during rapid travel reversal. The internal circuits associated with the remote control and monitoring functions are to be designed to withstand simulated lightning impulses up to 2kV.

Operation by distributed control system must be possible utilizing one or more of the following network systems:

• Profibus

• Modbus

• Foundation Fieldbus

• DeviceNet

• Pakscan

• HART

3.16 Monitoring Facilities. Facilities to indicate actuator availability and monitor operation must be included as standard.

• Actuator text display indication of the following status/alarms:

• Closed Limit, open limit, moving open, moving closed, stopped

• Torque trip closing, torque trip opening, motor stalled

• ESD active, interlock active

• Thermostat trip, phase lost, 24V supply lost, local control failure

• Configuration error, position sensor failure, torque sensor failure

• Battery low, battery discharged, power loss inhibit

Integral datalogger to record and store the following operational data:

• Opening last / average torque against position

• Closing last / average torque against position

• Opening motor starts against position

• Closing motor starts against position

• Total open / closed operations

• Maximum recorded opening and closing torque values

• Event recorder logging operational conditions (valve, control and actuator)

The event log must include time and date information for each stored event. Logged data must be accessible via non-intrusive Bluetooth® communication and also visible on the actuator display.

An intrinsically safe portable tool must be provided to extract datalogger and actuator configuration files from the actuator. The portable tool must permit Bluetooth® connection with a PC to perform file transfer. The actuator manufacturer must supply PC software to enable extracted actuator files to be viewed and analyzed.

3.17 Wiring and Termination. Internal wiring shall be tropical grade PVC insulated stranded cable of appropriate size for the control and power. Each wire shall be clearly identified at both ends.

The terminals shall be embedded in a terminal block of high tracking resistance compound. The terminal compartment must be separated from the inner electrical components of the actuator by means of a watertight seal. A minimum of four threaded cable entries with provision for an additional four extra conduit entries must be available to accommodate wiring connections. All wiring supplied as part of the actuator must be contained within the main enclosure for physical and environmental protection. External conduit connections between components are not acceptable. A durable terminal identification card showing a plan of terminals must be attached to the inside of the terminal box cover indicating:

• Serial number

• External voltage values

• Wiring diagram number

• Terminal layout

The code card must be suitable for the contractor to inscribe cable core identification alongside terminal numbers. Each actuator must be supplied with a start-up kit comprising installation instruction manual, with the electrical wiring diagram attached as Appendix B, and cover seals to make good any site losses during the commissioning period. In addition, sufficient actuator commissioning tools shall be supplied to enable actuator set up and adjustment during valve/actuator testing and site installation commissioning. Additionally, each actuator must be furnished with a test certificate from Rotork. The delivery date is 30 December 2024.

W912BU24R0070

4.0 Measure and Payment

Payment will be made after delivery and upon satisfied completion by the Authorized Representative of the Contracting Officer (COR), Joshua Dinko. Compensation is for all manpower, equipment, supplies, and materials required to deliver the actuators to US Army Corps of Engineers, Blue Marsh Lake.

The invoice should be submitted within five (5) calendar days after delivery. The invoices must provide, Contractor’s name and address, Contract/Purchase Order No., date prepared and itemized costing per unit. Questions regarding the preparation and forwarding of invoices may be directed to the Project Manager.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N/A N/A N/A Government 0002 N/A N/A N/A Government

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 30-DEC-2024 4 N/A

FOB: Destination

0002 30-DEC-2024 4 N/A

FOB: Destination

CLAUSES INCORPORATED BY REFERENCE

52.203-12 Limitation On Payments To Influence Certain Federal

Transactions

JUN 2020

52.204-12 Unique Entity Identifier Maintenance OCT 2016 52.204-13 System for Award Management Maintenance OCT 2018 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020

52.204-19 Incorporation by Reference of Representations and Certifications.

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

NOV 2021

52.214-34 Submission Of Offers In The English Language APR 1991 52.214-35 Submission Of Offers In U.S. Currency APR 1991 52.215-1 Instructions to Offerors--Competitive Acquisition NOV 2021 52.215-19 Notification of Ownership Changes OCT 1997 52.216-1 Type Of Contract APR 1984 52.219-1 Small Business Program Representations FEB 2024 52.219-1 (Dev) Small Business Program Representations (DEVIATION

2024-O0002)

FEB 2024

52.219-6 Notice Of Total Small Business Set-Aside NOV 2020 52.219-8 Utilization of Small Business Concerns FEB 2024 52.222-3 Convict Labor JUN 2003 52.222-12 Contract Termination-Debarment MAY 2014 52.222-50 Combating Trafficking in Persons NOV 2021 52.232-1 Payments APR 1984 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

MAR 2023

52.247-34 F.O.B. Destination NOV 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights DEC 2022 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

MAY 2024

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

JAN 2023

252.225-7001 Buy American and Balance of Payments Program FEB 2024 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports

DEC 2018

252.232-7010 Levies on Contract Payments DEC 2006 252.232-7010 Levies on Contract Payments DEC 2006 252.243-7002 Requests for Equitable Adjustment DEC 2022 252.244-7000 Subcontracts for Commercial Products or Commercial

Services

NOV 2023

252.246-7008 Sources of Electronic Parts JAN 2023 252.247-7023 Transportation of Supplies by Sea JAN 2023

CLAUSES INCORPORATED BY FULL TEXT

52.212-2 EVALUATION--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

(a) The Government will 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:

(Contracting Officer shall insert the significant evaluation factors, such as (i) technical capability of the item offered to meet the Government requirement; (ii) price; (iii) past performance (see FAR 15.304); and include them in the relative order of importance of the evaluation factors, such as in descending order of importance.)

Technical and past performance, when combined, are . (Contracting Officer state, in accordance with FAR 15.304, the relative importance of all other evaluation factors, when combined, when compared to price.)

(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 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.

(End of provision)

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

SERVICES (NOV 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.--

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

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

destination.

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) Reserved.

(u) Unauthorized Obligations.

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

1341), the following shall govern:

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

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

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

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

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

(End of clause)

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

EXECUTIVE ORDERS--COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

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

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

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

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

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

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801).

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

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

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

___ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

___ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

___ (4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community--see FAR 3.900(a).

___ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L.

109-282) (31 U.S.C. 6101 note).

___ (6) [Reserved]

___ (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div.

C).

___ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub.

L. 111-117, section 743 of Div. C).

___ (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

___ (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders--Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) (Pub. L. 115-390, title II).

___ (11)(i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders--Prohibition. (DEC 2023) (Pub. L.

115-390, title II).

___ (ii) Alternate I (DEC 2023) of 52.204-30.

___ (12) 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).

___ (13) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

____ (14) [Reserved]

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

____ (16) 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).

____ (17) [Reserved]

____ (18)(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.

____ (19)(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.

____ (20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) (15 U.S.C. 637(d)(2) and (3)).

____ (21)(i) 52.219-9, Small Business Subcontracting Plan (SEP 2023) (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 2023) of 52.219-9.

____ (22) (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.

____ (23) 52.219-14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

____ (24) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

____ (25) 52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the SDVOSB Program (FEB 2024) (15 U.S.C. 657f).

____ (26) (i) 52.219-28, Post-Award Small Business Program Rerepresentation (FEB 2024) (15 U.S.C. 632(a)(2)).

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

____ (27) 52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women- Owned Small Business Concerns (OCT 2022) (15 U.S.C. 637(m)).

____ (28) 52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (OCT 2022) (15 U.S.C. 637(m)).

____ (29) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

____ (30) 52.219-33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

____ (31) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

____ (32) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (FEB 2024) (E.O. 13126).

____ (33) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

____ (34)(i) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

____ (35)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

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

____ (36)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

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

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

____ (38) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.

13496).

____ (39)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

____ (40) 52.222-54, Employment Eligibility Verification (MAY 2022). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

____ (41)(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.)

____ (42) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (MAY 2024) (42 U.S.C. 7671, et seq.).

____ (43) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (MAY 2024) (42 U.S.C. 7671, et seq.).

____ (44) 52.223-20, Aerosols (MAY 2024) (42 U.S.C. 7671, et seq.).

____ (45) 52.223-21, Foams (MAY 2024) (42 U.S.C. 7671, et seq.).

____ (46) 52.223-23, Sustainable Products and Services (MAY 2024) (E.O. 14057, 7 U.S.C. 8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).

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

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

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

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

____ (49) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (NOV 2023) (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

____ (ii) Alternate I [Reserved].

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

____ (iv) Alternate III (FEB 2024) of 52.225-3.

____ (v) Alternate IV (OCT 2022) of 52.225-3.

____ (50) 52.225-5, Trade Agreements (NOV 2023) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

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

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

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

____ (54) 52.226-5,…