(R) RFQ_47QSWA-21-Q-1301_Gp 1 (2-9-21 REV).docx

COVER PAGE

SOLICITATION NO.: 47QSWA-21-Q-1301

OPEN MARKET, BLANKET PURCHASE AGREEMENT WITH ECONOMIC PRICE ADJUSTMENT

FOR

FSC CLASS 7110 – SECURITY CABINETS AND EQUIPMENT

GROUP 1 – Letter and Special Size Containers

PERIOD: Group 1: DATE OF AWARD THROUGH TWO AND ONE-HALF YEARS OR $7,500,000, WHICH EVER COMES FIRST

NOTICE TO OFFERORS:

ALL QUOTATIONS SHALL BE EMAILED TO: martin.cieszlak@gsa.gov.

The attention of offeror is invited to the following changes made since the issuance of the last solicitation for the supplies covered herein:

1. This procurement contains 69 NSNs of Physical Security Equipment under Group 1.

2. Quotes shall be submitted on the Standard Form, SF 1449. Quoters shall include all subsequent pages following this form. Sign and date your quote and submit by quote due date. Quoters that fail to furnish required representations or information or reject the terms and conditions of the request of quotation, may be excluded from consideration.

3. Pursuant to clause M-FSS-301-C, award will be made in the aggregate. In order to qualify for an award, prices must be submitted on each NSN listed. The total BPA price for Group 1 will be individually considered for award.

4. Parallel contracting provisions will be included in this procurement to allow two or more contractors to simultaneously provide the same product to ensure the continuous availability of reliable sources of supply.

5. The Government intends to evaluate quotes and award agreement(s) based on initial quotations. Therefore, quoters are encouraged to submit their best offer with their initial quote submittal. However, the Government reserves the right to seek clarifications, if later determined necessary by the Contracting Officer.

NOTICE: REQUESTS FOR EXPLANATION OR INFORMATION

Oral or written requests for explanation or information regarding this solicitation should be directed to:

GSA, FAS, Southwest Supply and Acquisition Center Acquisition Division ATTN: Martin Cieszlak (7QSBP-M4) 819 Taylor Street, Room 7A37 Fort Worth, TX 76102-6114

Phone: Martin Cieszlak at: (817) 850-5512 or email martin.cieszlak@gsa.gov

***PLEASE REMOVE THESE COVER PAGES BEFORE SUBMITTING YOUR OFFER TO GSA***

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

1. REQUISITION NUMBER

N/A

PAGE

2. CONTRACT NO.

N/A

5. SOLICITATION NUMBER

47QSWA-21-Q-1301

6. SOLICITATION ISSUE DATE

March 5, 2021

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Martin D. Cieszlak (martin.cieszlak@gsa.gov)

b. TELEPHONE NUMBER

817-850-5512

8. OFFER DUE DATE/ LOCAL TIME

March 22, 2021

3:00 PM CDT

9. ISSUED BY CODE

|_| WOMEN-OWNED SMALL BUSINESS

General Services Administration Southwest Supply & Acquisition Center (7QSBPB-M4) 819 Taylor Street, Room 7A37 Fort Worth, TX 76102-6105

|_| SMALL BUSINESS

|_| HUBZONE SMALL

BUSINESS

|_| (WOSB) ELLIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

|_| SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

|_| EDWOSB NAICS: 337214

SI |_| 8 (A) SIZE STANDARD: 500 Employees

11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED

|_| SEE SCHEDULE

14. METHOD OF SOLICITATION

|X| RFQ |_| IFB |_| RFP

To be shown on each order issued under any contract resulting from this solicitation.

Same as #9

17a. CONTRACTOR/

OFFERER

TELEPHONE NO.

CODE

FACILITY CODE

|_|17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

A. This is a Request for Quotations (RFQ) for an Open Market Blanket Purchase Agreement (BPA). The BPA(s) will be awarded as not to exceed $7,500,000 performance period for Group 1. However, since demand can fluctuate significantly up or down due to market conditions, this agreement will be awarded as not to exceed $7,500,000 or 2.5 years, whichever occurs first.

(Continued on Pages 2-5)

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA

Refer to individual delivery orders

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

30b. NAME AND TITLE OF SIGNER (Type or print)

30c. DATE SIGNED

31b. NAME OF CONTRACTING OFFICER (Type or print)

31c. DATE SIGNED

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

The Agreement(s) will be reviewed annually prior to option exercise. The estimated quantities for this BPA are indicated on page(s) 6 - 8 of this RFQ. Federal Acquisition Service, Southwest Supply and Acquisition Center (SSAC) may issue orders against this BPA for items listed herein. This is not a contract. A binding agreement only arises if the SSAC issues an order and the order is accepted by the BPA-holder. Estimates contained herein are provided for informational purposes only. There is no guarantee that any orders or any specific amount of orders will be issued. Any delivery orders issued will be pursuant to the evaluation of the quotations received. This is only a request for pricing. DO NOT SHIP.

B. The Government will award a BPA(s) in accordance with the method of award on page(s) 61 - 62 at the end of this RFQ.

C. Delivery terms for any orders issued will be FOB Origin, Freight Prepaid (Due to order system limitations, orders issued as a result of this/these BPA(s) will reflect FOB Origin Pre-Pay and Add which is the exact same terms and conditions as Prepaid), direct delivery orders to any CONUS location. However, packaging and labeling may be required for orders with ultimate delivery locations OCONUS.

D. The Schedule of Item(s) are on page(s) 6 - 9 and is to be used in submitting price quote information. Provide the unit price per the unit of issue shown and extend the sum. The Schedule of Items may also be submitted in Microsoft Excel or like format.

E. The estimated total quantities listed in the Schedule of Items were retrieved from historical data and represent NO GUARANTEE to the volume of purchases to be placed under any resulting Open Market BPA.

F. The Item Purchase Description(s) are in the Attachment 1. It is the quoter’s responsibility to provide only items that fully comply with the specifications of the Item Purchase Description(s).

G. Clauses, applicable to any orders issued under this BPA, are shown on page(s) 10 - 61.

32a. QUANTITY IN COLUMN 21 HAS BEEN

|_| RECEIVED |_| INSPECTED |_| ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _______________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

CORRECT FOR

|_| COMPLETE |_| PARTIAL |_| FINAL

38. S/R ACCOUNT NO.

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41C. DATE

42b. RECEIVED AT (Location)

STANDARD FORM 1449 (REV. 2/2012) BACK

PART I- CONTINUATION OF SF 1449

H. When responding to this RFQ, you must complete and return the entire package. If you “No Quote,” then please indicate and return page 1 only. Failure to complete the entire package and provide any required supplemental documentation may result in your quotation being considered non-compliant and may receive no further consideration for award.

I. The North American Industry Classification System (NAICS) code for this acquisition is *337214* Small Business Size Standard 500 Employees.

J. FAR 52.212-1 Instructions to Offerors – Commercial Items (JUN 2020) is incorporated by reference. Clause is tailored and paragraph (h) is replaced with “Single award agreement,” to be issued as a result of this RFQ. This may be multiple, single awards, if more than one vendor is qualified on the QPL.

K. When responding to this RFQ, please submit the entire document by email, to martin.cieszlak@gsa.gov. The full document and all supporting documentation must be received by email by the closing date and time (See block 8).

L. It is preferred that each quote package be submitted as an attachment to the RFQ response via email. If quote is received later than the exact time specified in in block 8 of the RFQ, it will be considered “late” and will not be accepted.

M. This is notice that the Government intends to evaluate quotes and award will be made on initial quotes and advises vendors to submit their best terms and prices in their initial quotation.

N. The awardee(s) will be required to ship to APO/FPO addresses, and to ship, when they receive orders that indicate these types of ship-to addresses. This is a mandatory requirement. This typically includes but is not limited to; any items (including part number offerings) under 70 pounds (lbs).

O. Section 889 of the FY19 National Defense Authorization Act (NDAA) is legislation passed to combat national security and intellectual property threats that face the United States. Representation and reporting requirements of Section 889 Parts A and B apply to all contracts in support of the GSA Global Supply program.

P. Special shipment requirements may also include naval ships, which should be considered export shipments for labeling, packaging, and pallet requirements. NAVSUP shipments will also include a requirement to contact the agency for additional shipping instructions and possible delivery address clarification.

Q. For specific transportation and packaging questions, please contact Mr. Mark Somerville at mark.somerville@gsa.gov.

R. If supplies shipped are not packaged, packed, and marked in accordance with contract requirements, the Government has the right, without prior notice to the Contractor, to perform the required repackaging/repacking/remarking, by contract or otherwise, and charge the Contractor at the following rates:

1. First Hour - $150.00

2. Each Additional Hour: $70.00

A minimum of two (2) hours is required for each incident, making the minimum charge for remarking $220.00.

The Contractor may also be charged for material costs, if incurred. This right is not exclusive and is in addition to other rights or remedies provided for in this contract. The rates above shall be determined and may be periodically updated by the Commissioner, Federal Acquisition Services, or a designee.

S. Deliveries to civilian activities: Supplies shall be marked in accordance with Federal Standard 123, edition in effect on the date of issuance of the solicitation.

Deliveries to military activities: Supplies shall be marked in accordance with Military Standard 129, edition in effect on the date of issuance of the solicitation.

T. Price increases, regarding any subsequent BPA, will be a matter for negotiation.

U. Contractor’s past performance will be considered for evaluation. See page(s) 42.

V. The following is how you can obtain specifications:

Commercial Item Descriptions - https://quicksearch.dla.mil/qsSearch.aspx. Type the document name in the "Document ID" field or document number in “Document Number” field and hit Search.

FED Specs – Copies of these documents are available from the Standardization Document Order Desk, 700 Robbins Avenue, Building 4D, Philadelphia, PA 19111-5094 or online at https://quicksearch.dla.mil/qsSearch.aspx. Type the document name in the "Document ID" field or document number in “Document Number” field and hit Search.

MIL Specs - Copies of these documents are available from the Standardization Document Order Desk, 700 Robbins Avenue, Building 4D, Philadelphia, PA 19111-5094 or online at https://quicksearch.dla.mil/qsSearch.aspx. Type the document name in the "Document ID" field or document number in “Document Number” field and hit Search.

ANSI Standards - Application for copies of ANSI standards should be addressed to American National Standards Institue,25 West 43rd Street, 4th floor, New York, NY 10036. Telephone: 212-642-4900, Fax: 212-398-0023. www.ANSI.org. (ANSI does charge for their services.)

ASTM Standards- Application for copies of ASTM standards should be addressed to ASTM International, 100 Barr Harbor Drive, West Conshohocken, PA 19428-2959. Telephone: 610-832-9585, FAX: 610-832-9555. www.astm.org. (ASTM does charge for their services.)

AWWA Standards - Application for copies of AWWA standards should be addressed to American Water Works Association 6666 W. Quincy Ave., Denver, CO 80235. www.AWWA.org. (AWWA does charge for their services.)

NSF Standards - Application for copies of NSF/ANSI standards should be addressed to NSF International, PO Box 130140, 789 N. Dixboro Road, Ann Arbor, MI 48113-0140. www.NSF.org. (NSF does charge for their services.)

UL Standards - Application for copies of UL standards should be addressed to UL Headquarters, 333 Pfingsten Road, Northbrook, IL 60062. www.UL.com. (UL does charge for their services.)

SAE Standards - Application for copies of SAE standards should be addressed to 400 Commonwealth Drive, Warrendale, PA 15096. www.SAE.org. (SAE does charge for their services.)

Recycled Material - Information related to the EPA’s Comprehensive Procurement Guidelines (CPG) for recovered materials can be found at https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program.

Biobased/BioPreferred Products - Information related to the USDA’s BioBased and BioPreferred program can be found at can be found at https://www.biopreferred.gov/BioPreferred/.

VOC Products - Information related to the California Air Resources Board Volatile Organic Compounds regulations can be found at https://www.arb.ca.gov/consprod/regs/regs.htm.

DOE Energy Star Products - Information related to the DOE Energy Star products can be found at https://www.energystar.gov/.

Energy-Efficient Products - Information related to Federal Energy Management Program (FEMP) Energy-Efficient products can be found at https://www4.eere.energy.gov/femp/requirements/laws_and_requirements/energy_star_and_femp_designated_products_procurement_requirements.

Water-Efficient Products - Information related to the Water-Efficient Products can be found at https://www4.eere.energy.gov/femp/requirements/laws_and_requirements/energy_star_and_femp_designated_products_procurement_requirements.

W. There will be no minimum order amount under this Blanket Purchase Agreement.

X. This BPA can be cancelled by either party with a 30 day written notice.

Y. GSA’s Order Management Service (OMS) will process orders utilizing only Electronic Data Interchange (EDI) or Vendor Portal (VP). Facsimile transmitted orders will no longer be an option.

· EDI provides for fully electronic processing of all ordering transactions

· VP provides an internet portal for vendors to retrieve orders and manually input transactional data.

EDI is the preferred business transaction processing method, but vendors with small order volumes and less technical proficiency may use VP for reasons of lower overall costs and/or higher implementation costs for EDI.

Vendors are hereby notified that as of January 26, 2017, all new awardees are required to select either Electronic Data Interchange (EDI) or OMS Vendor Portal (VP) to interface with GSA Global Supply on receiving orders resulting from their award. EDI is the preferred method of order transmission to our vendors but OMS Vendor Portal is an acceptable means of transmission.

Vendors are required to review the instructions regarding enrollment in either one of these systems and processes contained in Pages 62 - 67 of this solicitation/RFQ.

Enrollment in either program is required upon award and must be requested no later than 5 days after receipt of award. Failure to enroll may cause your award to be cancelled or terminated.

For further instructions on how to enroll in either program please contact the following:

EDI: GSAEDI@gsa.gov or EDI Help Desk at 703-605-9444 Vendor Portal: Gee.Jeon@gsa.gov or NCSC at 800-488-3111

All completed pages (1–67) must be returned with your quote. Failure to provide the required information may result in your quote no longer being evaluated or considered for award.

Request for Quotation: 47QSWA-21-Q-1301 Dated: March 5, 2021

A. Taxpayer Identification Number: __________________________

B. Data Universal Numbering System (DUNS): __________________________

C. Point of Contact:_______________________________ Phone Number: _______________________________ Comment by ShaeDWilliams: Should this be removed? Leave for now LMW.

Email Address: _______________________________ Are you a large or small business? _______________________________ Are you a manufacturer or dealer? _______________________________

D. Supplier Name*:_______________________________ Point of Contact*:_______________________________ Supplier DUNS*: _______________________________ Supplier TIN*:_______________________________ Is your supplier a large or small business? _______________________________

*Please complete the Supplier’s name, TIN, and DUNS number for each NSN if different.

Note: “Supplier” refers to the company providing the product if you are not the manufacturer.

A-FSS-32 NOTICE OF PARTIAL SMALL BUSINESS SET-ASIDE (OCT 1988) Comment by Melissa M. Salvatore: Delete for Group 6. Not applicable. May not apply to any Group if Group 1 cannot be partially set-aside.

***NOTE***Previous contract set-aside Group 1. However; I’m not sure if we can do a partial set-aside simplified acquisition procedures:

19.502-3 Partial set-asides.

(a) The contracting officer shall set aside a portion of an acquisition, except for construction, for exclusive small business participation when—

(1) A total set-aside is not appropriate (see 19.502-2);

(2) The requirement is severable into two or more economic production runs or reasonable lots;

(3) One or more small business concerns are expected to have the technical competence and productive capacity to satisfy the set-aside portion of the requirement at a fair market price;

(4) The acquisition is not subject to simplified acquisition procedures; and

(5) A partial set-aside shall not be made if there is a reasonable expectation that only two concerns (one large and one small) with capability will respond with offers unless authorized by the head of a contracting activity on a case-by-case basis. Similarly, a class of acquisitions, not including construction, may be partially set aside. Under certain specified conditions, partial set-asides may be used in conjunction with multiyear contracting procedures.

The clause entitled "Notice of Partial Small Business Set-Aside," applies to the following items in this request for quotation: For Group 1, the Primary Contractor Position is set aside for Small Business*.

SCHEDULE OF SUPPLIES AND PRICE LISTQUOTED PRICES –

(CONTINUATION OF SF 1449 18, Block 19 - 24 The greatest value/most advantageous offeror will be identified as the “primary” contractor with the second greatest value/most advantageous offeror being identified as the first secondary contractor. The third and fourth contractors will be the second and third secondary contractors. In situations where multiple awards are made, delivery orders shall be issued on an allocation basis as follows: Comment by Melissa M. Salvatore: Need help to revising this paragraph. (we could have up to 6 approved contractors with 6 agreements).

In the ACQ Plan (page 10), we state:

Based on the aforementioned factors, the best value contractor shall receive an award and be designated as the primary contractor. In situations where multiple agreements are awarded for a group, a contractor shall be designated the primary contractor and subsequent awards will be designated as the secondary source, third source, and fourth source, etc., as appropriate based on the number of eligible contractors as mentioned above in the “Number of Awarded Agreements/Order Allocation by Order” section. The Government’s intent is to make awards to all eligible contractors who pass technical, pass performance and are offering a reasonable price.

Number of Awarded Agreements/Order Allocation by Order

Use the Schedule of Items on page(s) 6 - 9 to submit your quoted prices. Note: This is only a request for pricing. Any orders issued will be pursuant to the evaluation of the quotations received. Pricing for the item shall be completed below. Note: The Schedule of Items may also be submitted in Microsoft Excel or like format.

A. Provide the unit price per the unit of issue shown and the Total Origin Price.

B. Pricing will be FOB Origin, Freight Prepaid to CONUS locations.

C. Provide the Manufacturer Part Number.

D. Provide the Country of Origin (COO) where each item is being manufactured.

The Government reserves the right, for compatibility reasons and to honor customer requests to disregard the rotation system listed above.

The contractor shall provide the items in accordance with the Item Purchase Descriptions (IPD) which are attached to this request for quotation. The contractor shall provide unit prices per unit of issue shown in the SCHEDULE OF ITEMS.

Items will be awarded in the aggregate for each group of items as shown in the SCHEDULE OF ITEMS. Return only the schedule(s) for the group(s) you offer.

SCHEDULE OF ITEMS – GROUP SIX (Style B) IAW FED SPEC AA-F-363D Locks in accordance with FF-L-2740 Unit of Issue for all NSNs is EA (Each)

SCHEDULE OF ITEMS – GROUP 1

Group1 IAW FED SPEC AA-F-358 Locks in accordance with FF-L-2740 Unit of Issue for all NSNs is Each (EA) NAICS Code: 337214 500 Employees

Manufacturer’s Name, and Part Number Est’d Orders (12-Month)

Est’d Qty.

(12- Month)

Unit Price

(1 EA)

Total FOB Origin Price (Est’d Qty X Unit Price)

Annual FOB Origin Freight Prepaid BPA Total (Sum of Total Unit Price X Est. 12-month Qty for Each Item) $

Total FOB Origin Freight Prepaid BPA Price (Annual BPA Total X 2.5 Years) $

Must enter the weight and cube for each item

Ancillary Accessories and Related Items

Any vendor that receives award as a result of the evaluation of the schedule of items above will be allowed to add ancillary accessories and related items to their offerings. Only those items that are approved by the Government and fall within the scope of this BPA will be added. Those added accessories will be evaluated by the Government for fair and reasonable pricing using random sampling but will not be evaluated separately as an evaluation factor (See “Evaluation – Commercial Items pages. 42 - 43 for Evaluation Factors). Vendors must submit a list of accessory part numbers and offered pricing in a separate Excel spreadsheet using the format provided in Attachment 2 within 60 days of BPA award. Allocations will remain unchanged regardless of price or shipment time for the added accessory items.

Every description should begin with the following, “This item/accessory is only for use with (manufacturer’s name) security containers.”

For Group Six Shipping:

F-FSS-250 TIME OF SHIPMENT (FEB 1986)

Shipment is required within 90 calendar days after receipt of notice of award.

If offeror chooses to provide for earlier shipment than 90 days, please mark the offered shipping time:

**Contractors offered shipping time shall be binding for the life of the contract.**

ITEM PURCHASE DESCRIPTIONS (IPD) / SPECIFICATIONS

C-FSS-425 WORKMANSHIP (OCT 1988)

Any item contracted for must be new, current model at the time of offer, unless otherwise specified. Each article must perform the functions for its intended use.

Item Purchase Descriptions (IPDs) areis provided in attachments Attachment 1 by group for each NSN in the group as listed in the Schedule of Items on page(s) 6-9e 5. It should be noted that the Technical Services and Commodity Branch is in the process of updating all SSAC IPD's. The solicitation will be amended as needed to incorporate the revised IPD's if updates are not completed prior to posting to Beta.Sam.gov.

PART II -II CONTRACT- CONTRACT CLAUSES

552.211-81 TIME OF SHIPMENT -- Alternate I (FEB 1996) Shipment is required within 90 calendar days after receipt of order.

Each delivery order will specify that shipment is required no later than the number of days shown above. If such order also states that “Early Shipment is Precluded,” the Contractor agrees to make shipment no sooner than calendar days after receipt of order. Earlier shipments may result in nonacceptance of the supplies at the delivery point at the time of arrival.

52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (Oct 2018)

(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 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 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

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

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

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

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

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(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)

Alternate I (Jan 2017). When a time-and-materials or labor-hour contract is contemplated, substitute the following paragraphs (a), (e), (i), (l), and (m) for those in the basic clause.

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.] (5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may-

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to-

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor’s employees selected or retained by the Contractor after any of the Contractor’s managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time…