N3904026Q5451_ Combined Synopsis.pdf

COMBINED SYNOPSIS/SOLICITATION NOTICE:

Requirement Title: ASCO 7000 AUTOMATIC TRANSFER SWITCH, CATALOGUE NUMBER J07ATB030400N5XP. Brand Name Mandatory

Solicitation Number: N3904026Q5451

Response Deadline: 4/24/2026

POC: Lauren LeDuc 207-438-6635 lauren.w.leduc.civ@us.navy.mil

GENERAL INFORMATION:

1. This is a combined synopsis/solicitation for commercial products or commercial services prepared in accordance with the format in 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 Paper copies of this solicitation will not be available. This combined synopsis/solicitation SHALL be posted on SAM.gov.

2. This solicitation documents and incorporates provisions and clauses in effect through FAC 2026-01 and DFARS Change Notice 2025-1110. It is the responsibility of the contractor to be familiar with the applicable clauses and provisions. The clauses may be accessed in full text at these addresses:

https://www.acquisition.gov/browse/index/far and http://www.acq.osd.mil/dpap/dars/change_notices.html.

3. This solicitation is being issues as a(n): Request For Quotation (RFQ)

4. This acquisition is for: Total Small Business Set Aside

5. North American Industry Classification System Code (NAICS): 335313 Switchgear and Switchboard Apparatus Manufacturing

6. The size standard is: 1,250 Employees

REQUIREMENT INFORMATION:

The Portsmouth Naval Shipyard requests responses from sources capable of providing the following:

• Required Delivery Date: 1 July, 2026

• Place of Performance: Portsmouth Naval Shipyard, Kittery, ME 03904

METHOD OF PROPOSAL SUBMISSION:

Offers shall be emailed. All responsible sources may submit a quote which shall be considered by the agency.

System for Award Management (SAM): Vendors must be registered in the SAM database to be considered for award. Registration is free and can be completed on-line at http://www.sam.gov/.

All quotes should include this form filled out in its entirety (highlighted yellow fields are required).

mailto:lauren.w.leduc.civ@us.navy.mil https://www.acquisition.gov/browse/index/far http://www.acq.osd.mil/dpap/dars/change_notices.html http://www.sam.gov/

REQUEST FOR QUOTATION

N3904026Q5451

THIS IS NOT AN ORDER

PLEASE PROVIDE DELIVERED PRICES, AVAILABILITY, AND PRICE SOURCE WITH QUOTE

REFERENCE # N3904026Q5451 DUE DATE: 4/24/2026 10:00 AM ET

From: Portsmouth Naval Shipyard Your company info:

Lauren.w.leduc.civ@us.navy.mil Name:

Contracting, Code 410.3 POC:

Kittery, ME 03904 (P) PHONE: 207-438-6635 Email:

Cage Code:

BUSINESS SIZE (circle one): SMALL LARGE PAYMENT TERMS ______%______DAYS

MOBILIZATION TIME: _________ARO PRICES DERIVED FROM (CHECK ONE)

F.O.B. DESTINATION, Y____N____ ___COMMERCIAL PRICE LIST DATED

IF NO, SHIPPING COST__________. ___INTERNAL PRICE LIST DATED

___OTHER ( PLEASE EXPLAIN )

Please indicate your preferred payment method by checking one of the options below. Payment options available are WAWF and GCPC: Government Commercial Purchase Card (up to $100,000). Please ensure that you register for WAWF (www.wawftraining.com) GCPC_____ WAWF (Wide Area Workflow) _____

*Please note that purchase card orders are not paid up front. Once material is received, a Government cardholder may be contacted for purchase card information.

_X__ If checked, to be awarded on an “All or None” basis, and CPARS evaluation procedures apply.

YOUR SIGNATURE___________________________________DATE________________________

ITEM DESCRIPTION QTY Unit Price Total 0001 Brand Name Mandatory-ASCO 7000 AUTOMATIC

TRANSFER SWITCH, CATALOGUE NUMBER

J07ATB030400N5XP

In Accordance with Attachment 1 Please Include Cost of Freight in CLIN 0001

1 EA

• This is a Brand Name Mandatory procurement. Proposed alternatives to the requested unit will be rejected.

• Required Delivery Date: 1 July. 2026

• Place of performance is: Portsmouth Naval Shipyard, Kittery, ME 03904

• For evaluation purposes, please provide any applicable procedures and technical information. If no information is provided, your quotation may be determined to be unresponsive.

• Award may be made on the basis of adherence to the schedule and/or soonest mobilization.

• Please provide published commercial labor rates and breakdown of total prices, if applicable, for Price Justification purposes.

• See Below for Detailed Statement of Work and Applicable Clauses.

ALL OFFERS SHALL INCLUDE THIS FORM FILLED OUT IN ITS ENTIRETY (HIGHLIGHTED YELLOW

FIELDS ARE REQUIRED).

http://www.wawftraining.com/

CLAUSES:

Responsibility and Inspection: unless otherwise specified in the order, the supplier is responsible for the performance of all inspection requirements and quality control. The following FAR provisions and clauses are applicable to this procurement:

52.203-3 Gratuities 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions 52.203-12 Limitation On Payments To Influence Certain Federal Transactions 52.204-7 System for Award Management 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards 52.204-13 System for Award Management Maintenance 52.204-19 Incorporation by Reference of Representations and Certifications 52.209-2 Prohibition on Contracting with Inverted Domestic Corporations—Representation 52.209-5 Certification Regarding Responsibility Matters 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment 52.209-7 Information Regarding Responsibility Matters 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters 52.209-10 Prohibition on Contracting With Invented Domestic Corporations 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law 52.211-14 Notice of Priority Rating for National Defense, Emergency Preparedness, and Energy Program Use 52.211-15 Defense Priority and Allocation Requirements 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services 52.217-8 Option to Extend Services 52.219-1 ALT I Small Business Program Representations--Alternate I 52.219-6 Notice of Total Small Business Set-Aside 52.219-28 Post-Award Small Business Program Rerepresentation 52.222-3 Convict Labor 52.222-19 Child Labor—Cooperation with Authorities and Remedies 52.222-36 Equal Opportunity for Workers with Disabilities 52.222-37 Employment Reports on Veterans 52.222-40 Notification of Employee Rights Under the National Labor Relations Act 52.222-41 Service Contract Labor Standards 52.222-42 Statement of Equivalent Rates for Federal Hires 52.222-43 Fair Labor Standards Act and Service Contract Labor Standards—Price Adjustment (Multiple Year and Option Contracts) 52.222-50 Combating Trafficking in Persons 52.222-54 Employment Eligibility Verification 52.222-55 Minimum Wages for Contractor Workers Under Executive Order 14026 52.222-62 Paid Sick Leave Under Executive Order 13706 52.223-5 Pollution Prevention & Right-To-Know Information 52.223-23 Sustainable Products and Services 52.226-7 Drug-Free Workplace 52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving 52.232-8 Discounts For Prompt Payment 52.232-33 Payment by Electronic Funds Transfer—System for Award Management 52.232-39 Unenforceability of Unauthorized Obligations 52.233-1 Disputes 52.237-2 Protection Of Government Buildings, Equipment, And Vegetation 52.242-15 Stop-Work Order 52.242-17 Government Delay of Work 52.246-2 Inspection of Supplies-Fixed-Price 52.246-4 Inspection of Services—Fixed-Price 52.246-20 Warranty of Services

52.247-34 F.o.b. Destination 52.252-1 Solicitation Provisions Incorporated by Reference 52.252-2 Clauses Incorporated by Reference 52.252-5 Authorized Deviations in Provisions 52.252-6 Authorized Deviations in Clauses

252.203-7000 Requirements Relating to Compensation of Former DoD Officials 252.203-7002 Requirement to Inform Employees of Whistleblower Rights 252.203-7005 Representation Relating to Compensation of Former DoD Officials 252.204-7003 Control of Government Personnel Work Product 252.204-7009 Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident

Information 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (DEVIATION 2024-

O0013, Revision 1) 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services 252.204-7019 Notice of NIST SP 800-171 DoD Assessment Requirements 252.204-7020 NIST SP 800-171 DoD Assessment Requirements 252.204-7021 Cybersecurity Maturity Model Certification 252.204-7022 Expediting Contract Closeout 252.204-7023 Reporting Requirements for Contracted Services 252.204-7024 Notice on the Use of the Supplier Performance Risk System 252.205-7000 Provision of Information to Cooperative Agreement Holders 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Country that is A State Sponsor of Terrorism 252.209-7021 Prohibition Relating to Conflicts of Interest in Consulting Services-Certification 252.211-7003 Item Unique Identification and Valuation 252.211-7008 Use of Government-Assigned Serial Numbers 252.215-7008 Only One Offer 252.215-7010 Requirements for Certified Cost of Pricing Data and Data Other Than Certified Cost or Pricing Data 252.215-7013 Supplies and Services Provided by Nontraditional Defense Contractors 252.215-7016 Notification to Offerors-Postaward Debriefings 252.216-7010 Postaward Debriefings for Task Orders and Delivery Orders 252.219-7000 Advancing Small Business Growth 252.219-7003 Small Business Subcontracting Plan (DoD Contracts) 252.223-7008 Prohibition of Hexavalent Chromium 252.225-7000 Buy American-Balance of Payments Program Certificate 252.225-7001 Buy American and Balance of Payments Program 252.225-7012 Preference for Certain Domestic Commodities 252.225-7020 Trade Agreements Certificate 252.225-7021 Trade Agreements 252.225-7031 Secondary Arab Boycott of Israel 252.225-7035 Buy American-Free Trade Agreements-Balance of Payments Program Certificate 252.225-7036 Buy American-Free Trade Agreements-Balance of Payments Program 252.225-7048 Export-Controlled Items 252.225-7050 Disclosure of Ownership or Control by the Government of a Country that is a State Sponsor of Terrorism 252.225-7052 Restriction on the Acquisition of Certain Magnets, Tantalum, and Tungsten 252.225-7055 Representation Regarding Business Operations with the Maduro Regime 252.225-7056 Prohibition Regarding Business Operations with the Maduro Regime 252.225-7059 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region-Representation 252.225-7060 Prohibition on Certain Procurements from the Xinjing Uyghur Autonomous Region 252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns 252.227-7015 Technical Data-Commercial Products and Commercial Services

252.227-7037 Validation of Restrictive Markings on Technical Data 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports 252.232-7006 Wide Area WorkFlow Payment Instructions 252.232-7010 Levies on Contract Payments 252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel 252.237-7019 Training for Contractor Personnel Interacting with Detainees 252.243-7001 Pricing Of Contract Modifications 252.243-7002 Requests for Equitable Adjustments 252.244-7000 Subcontracts for Commercial Products or Commercial Services 252.247-7023 Transportation of Supplies by Sea—Basic 252.247-7028 Application for U.S. Government Shipping Documentation/Instructions

NAVSEA Texts:

C-202-H001 ADDITIONAL DEFINITIONS--BASIC (NAVSEA) (OCT 2018)

C-204-H001 USE OF NAVY SUPPORT CONTRACTORS FOR OFFICIAL CONTRACT FILES (NAVSEA)

(OCT 2018)

C-211-H001 ACCESS TO THE VESSEL(S) (OCT 2018)

C-211-H018 APPROVAL BY THE GOVERNMENT (NAVSEA) (JAN 2019)

C-211-W001 REPLACEMENT PARTS AVAILABILITY (NAVSEA) (OCT 2018)

C-222-H001 ACCESS TO THE VESSELS BY NON-U.S. CITIZENS (NAVSEA) (OCT 2018)

C-223-H002 SAFETY, HEALTH AND FIRE REQUIREMENTS FOR SHIP REPAIR (NAVSEA) (JAN 2019)

C-223-H003 EXCLUSION OF MERCURY (NAVSEA) (MAR 2019)

C-223-H004 MANAGEMENT AND DISPOSAL OF HAZARDOUS WASTE (NAVSEA) (MAY 2023)

C-223-N002 RESTRICTIONS ON USE OF YELLOW MATERIAL (NAVSEA) (OCT 2018)

C-223-W002 ON-SITE SAFETY REQUIREMENTS (NAVSEA) (OCT 2018)

C-227-H006 DATA REQUIREMENTS (NAVSEA) (OCT 2018)

C-246-H002 GOVERNMENT USE OF CONTRACTOR'S INSPECTION EQUIPMENT (NAVSEA) (OCT

2018)

C-247-H001 PERMITS AND RESPONSIBILITIES (NAVSEA) (DEC 2018)

D-211-H001 PACKAGING OF DATA (NAVSEA) (FEB 2022)

D-211-H002 MARKING OF REPORTS (NAVSEA) (OCT 2018)

D-247-H002 PACKAGING OF SUPPLIES--BASIC (NAVSEA) (DEC 2020)

D-247-H004 MARKING AND PACKING LIST(S)- BASIC (NAVSEA)(FEB 2022)

D-247-W001 PROHIBITED PACKING MATERIALS (NAVSEA) (OCT 2018)

E-246-H013 INSPECTION AND ACCEPTANCE OF DATA (NAVSEA)(OCT 2018)

F-211-W001 PARTIAL DELIVERIES (NAVSEA)(OCT 2018)

F-247-H001 DELIVERY OF DATA (NAVSEA) (OCT 2018)

F-247-N002 INSTRUCTIONS FOR DELIVERIES TO THE PORTSMOUTH NAVAL SHIPYARD

(NAVSEA) (MAR 2019)

G-232-H002 PAYMENT INSTRUCTIONS (NAVSEA) (FEB 2024)

G-232-H005 SUPPLEMENTAL INSTRUCTIONS REGARDING INVOICING (NAVSEA) (JAN 2019)

G-242-H001 GOVERNMENT CONTRACT ADMINISTRATION POINTS-OF-CONTACT AND

RESPONSIBILITIES (NAVSEA) (OCT 2023)

G-242-H002 HOURS OF OPERATION AND HOLIDAY SCHEDULE (NAVSEA) (JUL 2021)

H-209-H003 REQUIRED DISCLOSURE OF ORGANIZATIONAL CONFLICT OF INTEREST (NAVSEA)

(NOV 2022)

H-223-N001 INFORMATION ON EXPOSURE TO HAZARDOUS MATERIAL (NAVSEA) (JUL 2024)

H-246-H001 CALIBRATION SYSTEM REQUIREMENTS (NAVSEA) (FEB 2023)

K-227-W001 INSTRUCTIONS FOR OBTAINING EXPORT-CONTROLLED TECHNICAL DATA (MAY

2022)

L-204-H003 NOTIFICATION OF USE OF NAVY SUPPORT CONTRACTOR FOR OFFICIAL CONTRACT

FILES (NAVSEA) (APR 2019)

L-209-H009 NOTIFICATION OF POTENTIAL ORGANIZATIONAL OR PERSONAL CONFLICT(S) OF

INTEREST (NAVSEA) (APR 2022)

L-215-W003 ACCESS TO PRE-PROPOSAL READING MATERIAL--ALTERNATE II (APR 2024)

NAVSEA Texts Available Upon Request

52.212-1 Instructions to Offerors--Commercial Items

I. GENERAL

In addition to FAR 52.212-1, “Instructions to Offerors – Commercial Items” and any other Instructions contained elsewhere in this solicitation, the following information is provided:

Objections to any of the terms and conditions of the RFQ will constitute a deficiency which will make the offer unacceptable.

IMPORTANT NOTES:

1. Vendors shall respond to all requirements of the solicitation document. Vendors are cautioned not to alter the solicitation.

2. Initial quotes and any modifications thereto are to be submitted to the Contracting Office on or before the closing dated time cited elsewhere in this Request for Quote.

3. Responses should be submitted via email only

4. Please review all specifications carefully.

II. CONTENT OF QUOTE

• RFQ pricing and information pages completed by the vendor.

• Technical Submission to include:

o Submission of technical information demonstrating compliance with the specifications, including, but not limited to:

Brochures pertaining to the pieces of equipment being quoted, to include, but not limited to: pictures of the equipment, and technical specifications of the equipment including model/series unit demonstrating compliance with the PWS and specifications. These should be readily identified by the item ID number.

The details of any/all exceptions taken to the specification.

The completion and submission of the above items will constitute a quote and will be considered the vendor’s unconditional assent to the terms and conditions of this solicitation and any attachments and/or exhibits hereto. An objection to any of the terms and conditions of the solicitation will constitute a deficiency which will make the offer unacceptable. Potential contractors will be screened for contractor responsibility in accordance with FAR Subpart 9.1.

52.212-2, Evaluation - Commercial Items is applicable to this procurement.

The Government will award a contract resulting from this solicitation to the responsible vendor whose quote conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The contract will be awarded to the vendor with the Lowest Price Technically Acceptable. Quotes will be evaluated based on the following criteria:

- Technical Acceptability (Must meet specifications and document capabilities)

- Adherence to Schedule (Award may be made based on delivery and ability to meet the requested schedule)

- Price (Lowest Price Technically Acceptable, after adherence to other factors)

Vendors will be required to submit a quote that will be evaluated in accordance with the specifications provided in the solicitation, FAR 52.212-1 Instruction to Offerors. Failure to include pricing for all line items shall be cause for rejection of the quote for all line items.

Technical:

Please provide documentation demonstrating your capabilities in fulfilling the SOW.

Technical Evaluation Ratings Rating Description Acceptable Submission clearly meets the minimum requirements of the solicitation Unacceptable Submission does not clearly meet the minimum requirements of the solicitation

If the technical submittal is determined “Unacceptable”, it renders the entire quote technically unacceptable.

Technical submissions that do not meet the minimum requirements will be rated as “Unacceptable” and will no longer be considered for further competition or award.

Schedule:

Please confirm availability for requested period of performance. If your company is unavailable for the requested period, please provide earliest available start. Please provide your best and fastest schedule. Award may be made to the vendor who can provide the soonest execution.

Price:

The Price will be evaluated as Lowest Price Technically Acceptable, however, the Contracting Officer reserves the right to award based on ability to meet the required schedule.

52.246-2 Inspection of Supplies-Fixed-Price.

(a) Definition. "Supplies," as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering supplies under this contract and shall tender to the Government for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the Government during contract performance and for as long afterwards as the contract requires. The Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

(c) The Government has the right to inspect and test all supplies called for by the contract, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. The Government shall perform inspections and tests in a manner that will not unduly delay the work. The Government assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the contract, the Government shall bear the expense of Government inspections or tests made at other than the

Contractor’s or subcontractor’s premises; provided, that in case of rejection, the Government shall not be liable for any reduction in the value of inspection or test samples.

(e)

(1) When supplies are not ready at the time specified by the Contractor for inspection or test, the Contracting Officer may charge to the Contractor the additional cost of inspection or test.

(2) The Contracting Officer may also charge the Contractor for any additional cost of inspection or test when prior rejection makes reinspection or retest necessary.

(f) The Government has the right either to reject or to require correction of nonconforming supplies. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. The Government may reject nonconforming supplies with or without disposition instructions.

(g) The Contractor shall remove supplies rejected or required to be corrected. However, the Contracting Officer may require or permit correction in place, promptly after notice, by and at the expense of the Contractor. The Contractor shall not tender for acceptance corrected or rejected supplies without disclosing the former rejection or requirement for correction, and, when required, shall disclose the corrective action taken.

(h) If the Contractor fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected, the Government may either (1)by contract or otherwise, remove, replace, or correct the supplies and charge the cost to the Contractor or (2) terminate the contract for default. Unless the Contractor corrects or replaces the supplies within the delivery schedule, the Contracting Officer may require their delivery and make an equitable price reduction. Failure to agree to a price reduction shall be a dispute.

(i)

(1) If this contract provides for the performance of Government quality assurance at source, and if requested by the Government, the Contractor shall furnish advance notification of the time-

(i) When Contractor inspection or tests will be performed in accordance with the terms and conditions of the contract; and

(ii) When the supplies will be ready for Government inspection.

(2) The Government’s request shall specify the period and method of the advance notification and the Government representative to whom it shall be furnished. Requests shall not require more than 2 workdays of advance notification if the Government representative is in residence in the Contractor’s plant, nor more than 7 workdays in other instances.

(j) The Government shall accept or reject supplies as promptly as practicable after delivery, unless otherwise provided in the contract. Government failure to inspect and accept or reject the supplies shall not relieve the Contractor from responsibility, nor impose liability on the Government, for nonconforming supplies.

(k) Inspections and tests by the Government do not relieve the Contractor of responsibility for defects or other failures to meet contract requirements discovered before acceptance. Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the contract.

(l) If acceptance is not conclusive for any of the reasons in paragraph (k) hereof, the Government, in addition to any other rights and remedies provided by law, or under other provisions of this contract, shall have the right to require the Contractor (1)at no increase in contract price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at the Contractor’s plant at the Contracting Officer’s election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and the Contracting Officer; provided, that the Contracting Officer may require a reduction in contract price if the Contractor fails to meet such delivery schedule, or (2) within a reasonable time after receipt by the Contractor of notice of defects or nonconformance, to repay such portion of the contract as is equitable under the circumstances if the Contracting Officer elects not to require correction or replacement. When supplies are returned to the Contractor, the Contractor shall bear the transportation cost from the original point of delivery to the Contractor’s plant and return to the original point when that point is not the Contractor’s plant. If the Contractor fails to perform or act as required in paragraph (l)(1) or (l)(2) of this clause and does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure, the Government shall have the right by contract or otherwise to replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby.

(End of clause)

52.212-4 Terms and Conditions—Commercial Products and Commercial Services.

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) 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.

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices.

An invoice must include the information required by 5 CFR part 1315.9(b).

(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.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

(3) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) 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 FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 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 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(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 (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

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

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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

(u) 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)

(END OF COMBINED SYNOPSIS/SOLICITATION)