RFQ Amendment_N4523A23Q5737_12 Ton AC Units.pdf

REQUEST FOR QUOTE INSTRUCTIONS

REQUEST FOR QUOTE

Firm Fixed Price Purchase Order

N4523A23Q5736_R1

Lease – 5 TON A/C Units

DEADLINE FOR QUOTE SUBMISSION

Wednesday, June 7, 2023, 10:00AM Pacific Time

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in subpart 12.6 and Federal Acquisitions Regulation (FAR) part 12 and 13, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; quotations are being requested and a written solicitation will not be issued.

The North American Industry Classification System (NAICS) code for this work is 532490, with a Business Size

Standard of $40,000,000.00. This NAICS is for Other Commercial and Industrial Machinery and Equipment Rental and Leasing. The Product Service Code Class is W041 - Lease or Rental of Equipment- Refrigeration, Air

Conditioning, and Air Circulating Equipment.

Any purchase order resulting from this RFQ will be made based on the evaluation criteria outlined below in FAR

Provision 52.212-2 (Evaluation--Commercial Items (NOV 2021)).

Period of Performance: To be approximately 108 days; to begin on or around June 15, 2023.

Place of Performance: Puget Sound Naval Shipyard and Intermediate Maintenance Facility, 1400 Farragut Avenue, Bremerton WA 98314

Please submit quote to: Melissa Ayers, Code 433 Contracting Office, Puget Sound Naval Shipyard and

Intermediate Maintenance Facility (PSNS & IMF) via email at melissa.r.ayers3.civ@us.navy.mil and Chris Davidson at christopher.t.davidson7.civ@us.navy.mil. All questions can be sent to the above emails.

Offerors shall complete the line item pricing structure below in addition to any provided quote material in company format. The contract price includes all applicable Federal, state, and local taxes and duties.

**Special attention shall be paid to Provision FAR 52.212-2 by the Contractor; in order to be Considered

Technically Acceptable for award.

This solicitation document and incorporated provisions and clauses are those in effect through federal acquisition circular (FAC) 2023-03.

Permits and Licenses: Unless otherwise specified in this contract, the contractor shall obtain any necessary licenses and permits, give all notices, and comply with any applicable Federal, State, County, and municipal laws, codes, and regulations in connection with this requirement.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

5 Each

LEASE - AC UNITS

FFP

Leasing five (5) ton portable air conditioning units and associated parts.

See Performance Work Statement for complete description and specifications requested.

FOB: Destination

PURCHASE REQUEST NUMBER: N4523A23RC07D81

PSC CD: W041

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

1 Job

DELIVERY - PICK UP FEES

FFP

Charges to deliver and pick up five (5), 5-TON A/C Units to PSNS.

See Performance Work Statement for complete description and specifications requested.

FOB: Destination

PURCHASE REQUEST NUMBER: N4523A23RC07D81

PSC CD: W041

NET AMT

GRAND TOTAL

PERFORMANCE WORK STATEMENT

PERFORMANCE WORK STATEMENT

Lease - 5 Ton Portable AC Units

PART 1

GENERAL INFORMATION

1. GENERAL: This is a non-personal services contract to provide leasing of 5 each 5 ton portable air conditioning units. The Government shall not exercise direct supervision or control over any contractor employees.

Notwithstanding, contractor shall ensure employees comply with all requirements of this Performance Work

Statement (PWS) and contract.

1.1 Description of Services/Introduction: The contractor shall provide all personnel, equipment, supplies, facilities, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform operational lease of 5 each 5 ton portable air conditioning units as defined in this Performance Work Statement except for those items specified as government furnished property and services. The contractor shall perform to the standards in this contract.

1.2 Background: Puget Sound Naval Shipyard and Intermediate Maintenance Facility (PSNS) is an industrial complex whose mission is to maintain, modernize and retire the Navy fleet with a vision of on-time maintenance, modernization, and retirement of the U.S. Navy’s fleet. The shipyard in Bremerton is the Pacific Northwest's largest naval shore facility and one of Washington State’s largest industrial installations.

Because of the age of PSNS many building lack proper climate control and in are need of upgrades to their HVAC systems. The lease of the portable air conditioning units will bridge the gap in the most serious cases until the programmed upgrades are completed.

1.3 Objectives: The requirement is to provide 5 each leased 5 ton portable air conditioning units to cool spaces at

PSNS.

1.4 Scope: Leasing of 5 each 5 ton portable air conditioning units for the months of June through September of

2023, at the locations listed in paragraph 1.7.1. Services to include leasing, transportation, and replacement if a unit should fail.

1.5 Period of Performance: The period of performance will be for approximately 108 days; to begin on or around

June 15, 2023.

1.6 Location:

1.6.1 Place of Performance: The work to be performed under this contract will be performed at Puget Sound Naval

Shipyard and Intermediate Maintenance Facility, 1400 Farragut Ave, Bremerton, WA.

1.6.2 Hours of Operation: The contractor is responsible for conducting business, between the hours of 0700-1600

Monday thru Friday except Federal holidays or when the Government facility is closed due to local or national emergencies, administrative closings, or similar Government directed facility closings. For other than firm fixed price contracts, the contractor will not be reimbursed when the government facility is closed for the above reasons.

The Contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the above reasons. When hiring personnel, the Contractor shall keep in mind that the stability and continuity of the workforce are essential.

1.7 Recognized Holidays: Contractor is not required to perform services on federal holidays. The list of current federal holidays can be found here: https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/

1.8 Security Requirements: Contractor Employees, in order to gain access to the government facility identified in paragraph 1.7.1 to perform work under this contract, shall comply with the Badging and Access Requirements

Attachment to the solicitation/contract.

1.8.1 Physical Security: The contractor shall be responsible for safeguarding all government equipment, information, and property provided for contractor use. At the close of each work period, government facilities, equipment, and materials shall be secured.

1.8.2 Key Control: NA

1.9 Special Qualifications: NA

1.10 Post Award Conference/Periodic Progress Meetings: The Contractor agrees to attend any post award conference convened by the contracting activity or contract administration office in accordance with FAR Subpart

42.5. The contracting officer, Contracting Officers Representative (COR), and other Government personnel, as appropriate, may meet periodically with the contractor to review the contractor's performance. Appropriate action shall be taken to resolve outstanding issues. These meetings shall be at no additional cost to the government.

1.11 Contracting Officer Representative (COR): The COR monitors all technical aspects of the contract and assists in contract administration. The COR is authorized to perform the following functions: assure that the Contractor performs the technical requirements of the contract; perform inspections necessary in connection with contract performance; maintain written and oral communications with the Contractor concerning technical aspects of the contract; issue written interpretations of technical requirements, including Government drawings, designs, specifications; monitor Contractor's performance and notifies both the Contracting Officer and Contractor of any deficiencies; coordinate availability of government furnished property, and provide site entry of Contractor personnel.

The COR is NOT authorized to change any of the terms and conditions of this contract. Only the warranted

Contracting Officer is authorized to make modifications/changes to the terms and conditions of this contract.

If the Contractor believes any Government personnel has effectively issued a change resulting in a change in effort and price/cost of the contract, the Contractor shall immediately notify the Contracting Officer in writing.

CORS:

PRIMARY ALTERNATE

Dan Austad Samantha Holm daniel.f.austad.civ@us.navy.mil samantha.n.holm.civ@us.navy.mil

360-271-0824 360-649-1108

1.12 Contract Manager: The contractor shall provide a contract manager who shall be responsible for the performance of the work. The name of this person and an alternate who shall act for the contractor when the manager is absent shall be designated in writing to the contracting officer. The contract manager or alternate shall have full authority to act for the contractor on all contract matters relating to execution of this contract.

1.12.1 Identification of Contractor Employees: All contractor personnel working in situations where their contractor status is not obvious to third parties are required to identify themselves as such to avoid creating an impression that they are Government officials. All contractor personnel on a government installation will be required to obtain and wear badges in the performance of this contract.

PART 2

DEFINITIONS & ACRONYMS

https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays/

2. DEFINITIONS AND ACRONYMS:

2.1. COMMON DEFINITIONS: Per Clause 52.212-4(e), clause 52.202-1 is incorporated by reference to this contract.

PART 3

GOVERNMENT FURNISHED PROPERTY, EQUIPMENT, AND SERVICES

3. GOVERNMENT FURNISHED ITEMS AND SERVICES:

3.1. Services: N/A

PART 4

CONTRACTOR FURNISHED ITEMS AND SERVICE

4. CONTRACTOR FURNISHED ITEMS AND RESPONSIBILITIES:

4.1 General: The Contractor shall furnish all supplies, equipment, facilities and services required to perform work under this contract that are not listed under Section 3 of this PWS.

PART 5

SPECIFIC TASKS

5. SPECIFIC TASKS:

5.1. Basic Services: The contractor shall provide leasing services for five (5) each 5-ton portable air conditioning units, meeting the following specifications:

5.1.1 Specification for 5 ton portable air conditioning unit

Cooling BTU’s 60,000

Heating BTU’s 41,600

CFM 2,000

Dimensions approximately 40" x 50" x 50"

Heat Yes

Operating Range 30 - 110˚

Thermostat Yes

Voltage Requirements 460V / 3P / 20A

Electrical cable – Install 50’ (minimum electrical service cable for 460/3/30, cable, Type W, 4 Conductor.

"CAROL" or EQ. Cable shall be sized for the full load amps. Government will install government furnished Hubble plug

Weight approximately 700 LBS

Portable with wheels

5.2. Replacement Services: The contractor is responsible for replacing any non-functioning leased air conditioning units that is not a direct result of government negligence within 2 business days of notification by the government, Monday through Friday 0700-1600 at no additional cost to the government.

5.3. Transportation: Contractor shall provide delivery of air conditioning units to and from the government facilities identified via contract at contractor expense and shall provide all transportation at contractor expense as required to replace any non-operational units. Contractor shall coordinate delivery of equipment with COR and shall provide delivery IAW the Period of Performance identified per contract.

PART 6

APPLICABLE PUBLICATION

6. APPLICABLE PUBLICATIONS (CURRENT EDITIONS):

6.1. The Contractor must abide by all applicable regulations, publications, manuals, and local policies and procedures.

6.1.1 40 CFR 63.6625(i) or (j) available at https://www.ecfr.gov/

PART 7

ATTACHMENT/TECHNICAL EXHIBIT LISTING

7. ATTACHMENT/TECHNICAL EXHIBIT LIST:

7.1 Technical Exhibit 1 – Performance Requirements Summary

7.2. Technical Exhibit 2 – Deliverables Schedule

TECHNICAL EXHIBIT 1

Performance Requirements Summary The contractor service requirements are summarized into performance objectives that relate directly to mission essential items. The performance threshold briefly describes the minimum acceptable levels of service required for each requirement. These thresholds are critical to mission success.

https://www.ecfr.gov/

Performance Objective

(The Service required—usually a shall statement)

Standard PERFORMANCE THRESHOLD

(THIS IS THE MAXIMUM

ERROR RATE. IT COULD

POSSIBLY BE “ZERO

DEVIATION FROM

STANDARD”)

Method of

Surveillance

PRS # 1.

The contractor shall provide leasing services of five (5) each 5-ton portable air conditioning units

PWS 5.1

The contractor to deliver 5-ton portable air conditioning units within 2 business days of contract award

100% of the services performed

100% Inspection by

COR

PRS # 2

Contractor shall replace non-functioning units at no cost to government

PWS 5.2

When notified by the COR contractor will respond within 2 business days to replace non-functioning air conditioning units

Monday-Friday 0700-1600

100% of replacement of non-functioning units completed within 2 business days 0700-

1600 Monday through

Friday.

PRS # 3

Contractor to provide transportation of

5 ton portable air conditioning units

PWS 5.3

The contractor delivered all deliverables timely

No more than 2 business days late in submission

TECHNICAL EXHIBIT 2

Deliverables Schedule

DELIVERABLE FREQUENCY # OF COPIES MEDIUM/FORMAT SUBMIT TO

5 ton portable air conditioning units

PWS 5.1

Within 2 business days of contract award

5 each

5 ton air conditioning units onsite in the location established per the contract

Contracting officer

Replacement

PWS 5.2

Variable Notify COR by email of replacement

COR via Email

Transportation

PWS 5.3

5 each Notify COR by email of delivery/transport

COR via Email

Section Inspection and Acceptance

INSPECTION AND ACCEPTANCE

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government

0002 Destination Government Destination Government

Section Deliveries and Performance

Section Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.204-7 System for Award Management OCT 2018

52.204-13 System for Award Management Maintenance OCT 2018

52.204-16 Commercial and Government Entity Code Reporting AUG 2020

52.204-18 Commercial and Government Entity Code Maintenance AUG 2020

52.204-21 Basic Safeguarding of Covered Contractor Information

Systems

NOV 2021

52.204-24 Representation Regarding Certain Telecommunications and

Video Surveillance Services or Equipment

NOV 2021

52.212-1 Instructions to Offerors--Commercial Products and

Commercial Services

MAR 2023

52.212-3 Alt I (Dev) Offeror Representations and Certifications - Commercial

Products and Commercial Services (Deviation 2023-O0002)

Alternate I

OCT 2014

52.219-6 Notice Of Total Small Business Set-Aside NOV 2020

52.223-11 Ozone-Depleting Substances and High Global Warming

Potential Hydrofluorocarbons.

JUN 2016

52.223-12 Maintenance, Service, Repair, or Disposal of Refrigeration

Equipment and Air Conditioners.

JUN 2016

52.252-5 Authorized Deviations In Provisions NOV 2020

52.252-6 Authorized Deviations In Clauses NOV 2020

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

252.203-7005 Representation Relating to Compensation of Former DoD

Officials

SEP 2022

252.204-7003 Control Of Government Personnel Work Product APR 1992

252.204-7008 Compliance With Safeguarding Covered Defense Information

Controls

OCT 2016

252.204-7009 Limitations on the Use or Disclosure of Third-Party

Contractor Reported Cyber Incident Information

JAN 2023

252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

JAN 2023

252.204-7014 Limitations on the Use or Disclosure of Information by

Litigation Support Contractors

JAN 2023

252.204-7015 Notice of Authorized Disclosure of Information for Litigation

Support

JAN 2023

252.204-7016 Covered Defense Telecommunications Equipment or Services

-- Representation

DEC 2019

252.204-7017 Prohibition on the Acquisition of Covered Defense

Telecommunications Equipment or Services -- Representation

MAY 2021

252.204-7018 Prohibition on the Acquisition of Covered Defense

Telecommunications Equipment or Services

JAN 2023

252.204-7019 Notice of NIST SP 800-171 DoD Assessment Requirements MAR 2022

252.204-7020 NIST SP 800-171 DoD Assessment Requirements JAN 2023

252.204-7022 Expediting Contract Closeout MAY 2021

252.204-7024 Notice on the Use of the Supplier Performance Risk System MAR 2023

252.223-7008 Prohibition of Hexavalent Chromium JAN 2023

252.225-7001 Buy American And Balance Of Payments Program--Basic JAN 2023

252.225-7007 Prohibition on Acquisition of Certain Items from Communist

Chinese Military Companies

DEC 2018

252.225-7048 Export-Controlled Items JUN 2013

252.225-7055 Representation Regarding Business Operations with the

Maduro Regime

MAY 2022

252.225-7056 Prohibition Regarding Business Operations with the Maduro

Regime

JAN 2023

252.225-7972 (Dev) Prohibition on the Procurement of Foreign-Made Unmanned

Aircraft Systems (DEVIATION 2020-O0015)

MAY 2020

252.225-7973 (Dev) Prohibition on the Procurement of Foreign-Made Unmanned

Aircraft Systems - Representation (DEVIATION 2020-

O0015)

MAY 2020

252.225-7975 (Dev) Additional Access to Contractor and Subcontractor Records

(DEVIATION 2020-O0022)

AUG 2020

252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

252.232-7010 Levies on Contract Payments DEC 2006

252.232-7011 Payments in Support of Emergencies and Contingency

Operations

MAY 2013

252.232-7017 Accelerating Payments to Small Business Subcontractors--

Prohibition on Fees and Consideration

DEC 2022

252.237-7010 Prohibition on Interrogation of Detainees by Contractor

Personnel

JAN 2023

252.243-7002 Requests for Equitable Adjustment DEC 2022

252.243-7999 (Dev) Section 3610 Reimbursement. (DEVIATION 2020-O0021) AUG 2020

252.244-7000 Subcontracts for Commercial Products or Commercial

Services

JAN 2023

252.246-7003 Notification of Potential Safety Issues JAN 2023

252.246-7004 Safety of Facilities, Infrastructure, and Equipment for

Military Operations

OCT 2010

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 will be used to evaluate offers:

The Government intends to award a single purchase order on the basis of the lowest priced, technically acceptable quote meeting or exceeding the acceptability standards for all the below listed technical and past performance factors. Each technical factor below has a submission requirement that shall be included with the quote.

Technical Evaluation Factors

Evaluation Criteria Submission Requirement

Technical Factor 1- Demonstrate specific experience providing air conditioning (AC) units or equipment similar to the characteristics identified in the

Performance Work Statement (PWS) through a narrative of one (1) contract within the last three (3) years.

The narrative portion of the Corporate Experience Data

Sheet has sufficient explanation how the referenced contract relates to providing AC units or similar to the characteristics identified in the attached PWS.

Provide a completed Corporate Experience Data

Sheet (see Exhibit A) with the following:

1- One (1) of the firm’s recently completed contracts

(not to exceed three years older than date of solicitation)

2- Demonstrate experience providing AC units or equipment similar to. The narrative portion of the data sheet must be clear, coherent, and prepared in sufficient detail for effective evaluation.

Altered or substituted data sheets may not be evaluated.

Past Performance Evaluation Factor

Evaluation criteria Submission Requirements

Evidence of successful past performance that demonstrates performance relevant to similar air conditioning units being supplied, as identified in the

PWS.

Past performance information shall be obtained from established systems such as the Past Performance

Information Retrieval System (PPIRS), Federal

Awardee Performance and Integrity Information

System (FAPIIS), Electronic Subcontract Reporting

System (eSRS), or other databases. Past performance information may also be obtained from other sources available to the Government, such as the Defense

Contract Management Agency; and interviews with

Program Managers, Contracting Officers, Fee

Determining Officials.

NOTE: In the case of an offeror without a record of relevant past performance or for whom information on past performance is not available or so sparse that no meaningful past performance rating can be reasonably assigned, the offeror may not be evaluated favorably or unfavorably on past performance (see FAR 15.305

(a)(2)(iv)). Therefore, the offeror shall be determined to have unknown (or “neutral”) past performance. In the context of acceptability/unacceptability, a neutral rating shall be considered “acceptable.”

Offeror’s are not required to submit any additional documentation in support of this evaluation criterion.

(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 (DEC 2022)

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

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

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

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

(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

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

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

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

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer

(see 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

destination.

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The

Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

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

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the

Government upon acceptance, regardless of when or where the Government takes physical possession.

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 4701 relating to whistleblower protections; 49 U.S.C. 40118, Fly

American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, and Unauthorized Obligations paragraphs of this clause.

(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 (MAR 2023)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)

(section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by

Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or

Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

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

10 U.S.C. 3801).

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

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19

U.S.C. 3805 note)).

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

___ (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.)

XX (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub.

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

___ (5) [Reserved]

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

C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub.

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

XX (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

___ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41

U.S.C. 2313).

____ (10) [Reserved]

____ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (OCT 2022) (15 U.S.C. 657a).

____ (12) 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).

____ (13) [Reserved]

XX (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

____ (ii) Alternate I (MAR 2020) of 52.219-6.

____ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

____ (ii) Alternate I (MAR 2020) of 52.219-7.

____ (16) 52.219-8, Utilization of Small Business Concerns (OCT 2022) (15 U.S.C. 637(d)(2) and (3)).

____ (17)(i) 52.219-9, Small Business Subcontracting Plan (OCT 2022) (15 U.S.C. 637(d)(4)).

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

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

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

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

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

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

____ (19) 52.219-14, Limitations on Subcontracting (OCT 2022) (15 U.S.C. 657s).

____ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

____ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (OCT 2022) (15 U.S.C.

657f).

XX (22) (i) 52.219-28, Post-Award Small Business Program Representation (MAR 2023) (15 U.S.C. 632(a)(2)).

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

____ (23) 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)).

____ (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 (OCT 2022) (15 U.S.C. 637(m)).

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

____ (26) 52.219-33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

XX (27) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

XX (28) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (DEC 2022) (E.O. 13126).

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

XX (30)(i) 52.222-26, Equal Opportunity (SEP 2016) (E.O. 11246).

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

____ (31)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

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

XX (32)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

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

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

____ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.

13496).

XX (35)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

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

____ (36) 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.)

____ (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (MAY

2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

____ (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

____ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN

2016) (E.O. 13693).

____ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners

(JUN 2016) (E.O. 13693).

____ (40)(i) 52.223-13, Acquisition of EPEAT® Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and

13514).

____ (ii) Alternate I (OCT 2015) of 52.223-13.

____ (41)(i) 52.223-14, Acquisition of EPEAT® Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

____ (ii) Alternate I (JUN 2014) of 52.223-14.

____ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).

____ (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s

13423 and 13514).

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

XX (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O.

13513).

(45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

(46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

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

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

____ (48) (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 (DEC 2022) (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 (JAN 2021) of 52.225-3.

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

____ (50) 52.225-5, Trade Agreements (DEC 2022) 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, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C.

5150).

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

____ (56) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV

2021) (41 U.S.C. 4505, 10 U.S.C. 3805).

____ (57) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) (41

U.S.C. 4505, 10 U.S.C. 3805).

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

U.S.C. 3332).

____ (59) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management (JUL

2013) (31 U.S.C. 3332).

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

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

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

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

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

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

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

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

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

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

chapter 67).

_____ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (Multiple

Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

XX (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment

(MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

_____ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for

Maintenance, Calibration, or Repair of Certain Equipment--Requirements (MAY 2014) (41 U.S.C. chapter 67).

_____ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain

Services--Requirements (MAY 2014) (41 U.S.C. chapter 67).

XX (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022) (E.O.

13658).

XX (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706).

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

1792).

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

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

Records--Negotiation.

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

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for…