(R) RFQ_Slit Lamp - Tonometer.docx

COVER PAGE

SOLICITATION NO.: FM304740651113

THIS IS A REQUEST FOR QUOTATION (RFQ) IS FOR AN OPEN MARKET SINGLE AWARD PROCUREMENT OF (1) ONE GROUP OF ITEMS.

FOR

THREE (3) EACH HAAG-STREIT BQ 900 SLIT LAMP LED

AND

THREE (3) EACH HAAG-STREIT TONOMETER AT 900 FOR BQ AND BP SLIT LAMPS

NOTICE TO OFFERORS:

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

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

FM304740651113

PAGE

2. CONTRACT NO.

N/A

5. SOLICITATION NUMBER

FM304740651113

6. SOLICITATION ISSUE DATE

February 12, 2024

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

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

b. TELEPHONE NUMBER

N/A

8. OFFER DUE DATE/ LOCAL TIME

February 19, 2024

3:00 PM CDT

9. ISSUED BY CODE

|_| WOMEN-OWNED SMALL BUSINESS

General Services Administration General Supplies & Services (GSS)(QSCCBA-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: 423450

SI |_| 8 (A) SIZE STANDARD: 200 Employees

11. DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED

|X| SEE SCHEDULE

14. METHOD OF SOLICITATION

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

To be shown on the Purchase Order (PO) issued 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 a single award, Open Market Purchase Order (PO) for one Group of items. **Please see the Schedule of Items provided on pages 8-9 of this Request for Quotation (RFQ) for the items and quantities to be quoted. **

Please be sure to complete blocks 30a, b & c.

(Continued on Page 2)

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

Please complete this RFQ and return to the individual in Block 7a by the date and time noted in Block 8.

This is not a contract. Any delivery order issued will be pursuant to the evaluation of the quotations received. This is only a request for pricing. DO NOT SHIP.

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

A. This Request for Quote (RFQ) is for an Open Market One Time procurement of 1 Group (GP) of 3 each Haag-Streit BQ 900 Slit Lamp LED and 3 each Haag-Streit Tonometer AT 900 for BQ and BP Slit Lamps. See pages 6 - 7 for Schedule of Items and Salient Characteristics.

B. See page 39 for evaluation criteria for award.

C. Delivery terms for any orders issued will be FOB DESTINATION, direct delivery orders to any CONUS location within 30 business days after receipt of order.

D. Clauses and provisions, applicable to any award issued under this RFQ, are shown on pages 10 - 60.

E. In accordance with FAR 12.302(a), the provision at FAR 52.212-1, Instructions to Offerors - Commercial Items (SEP 2023) are hereby tailored in paragraph (c) & (d) "Period for Acceptance of Offers" and "Product Samples", are deleted, paragraph (e) "Multiple Offers." is replaced with "single offer", and; (h) "Multiple awards." is replaced with a "Single award agreement" to be issued as a result of this RFQ.

H. When responding to this RFQ, the entire, completed document is required. Vendors are responsible for submitting completed quotes, so as to reach the Government office designated in the RFQ by the time specified (See Block 8 in the SF1449). It is preferred that each quote be submitted as an attachment and emailed to martin.cieszlak@gsa.gov. If a quote is received later than the exact time specified in block 8 of the RFQ, it will be considered "late" and will not be considered for award.

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

J. 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 therefore at the following rates:

First Hour - $150.00 Each Additional Hours - $70.00

A minimum of 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 Service, or a designee."

Signature Date

K. SUPPLEMENTAL DOCUMENTATION REQUIRED:

1. DESCRIPTIVE LITERATURE/DRAWINGS. Clear identification is the sole responsibility of the quoter and descriptive literature for ALL the products being offered is required at the time of quote. The Government will use this descriptive literature as a means of verifying product compliance with the item. Pursuant to FAR 52.211-6 Brand Name of Equal, if you are quoting an "equal" item, your quote must provide sufficient literature identifying the page and paragraph where the information can be found to show compliance with each salient feature.

**FAILURE TO PROVIDE THE SUPPLEMENTAL DOCUMENTATION IDENTIFIED IN #1 ABOVE MAY RESULT IN YOUR QUOTATION BEING CONSIDERED NON-COMPLAINT AND MAY RECEIVE NO FURTHER CONSIDERATION FOR AWARD**.

L. 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.

O. 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.

P. 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 all new awardees are required to select either Electronic Data Interchange (EDI) or OMS Vendor Portal (VP) to interface with GSA Southwest Supply and Acquisition Center 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 Attachment 1 of this solicitation/RFQ (Pages 60- 65).

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:

etoolshelpdesk@gsa.gov or the eTools Help Desk at 866-472-9114

Q. Provisions, Clauses, and Fill-ins located on pages 10 - 60 which require completion by the quoter. Any quote received that is not fully completed or lacks pages may be subject to a determination of non-compliance and may be no longer considered for award.

Signature Date

R. A foreign corporation that is selected for the award must have an agent who resides in the United States and a physical address (not a P.O. Box) in the United States prior to award of purchase orders. A foreign corporation awarded purchase orders must continually maintain a physical address and an agent in the United States so that the government can communicate effectively with the foreign corporation. If you are a foreign corporation, please indicate that you understand this requirement and that you have an agent and a physical address (not a P.O. Box) in the United States. Not providing this assurance in your quote or not having these resources located in the United States will lead to finding your quote noncompliant and it will no longer be considered for award.

QUOTER MUST COMPLETE THESE STATEMENTS:

Quoter |_| does or |_| does not take exception to the RFQ provisions, clauses, requirements, or other information.

If quoter does take exception to any of the RFQ provisions, clauses, requirements, specifications, or other information, please provide a list of any exceptions and explanation(s) in the space below. Please note, the Government reserves the right to make a selection based upon initial quotes received, without discussions with quoters; therefore, exceptions to the RFQ may eliminate a quoter from receiving any further consideration.

ALL COMPLETED PAGES (1-65) AND DESCRIPTIVE LITERATURE MUST BE RETURNED WITH YOUR QUOTE. FAILURE TO PROVIDE THE REQUIRED INFORMATION MAY RESULT IN YOUR QUOTE NO LONGER BEING EVALUATEDOR CONSIDERED FOR AWARD.

Request for Quotation # FM304740651113 A. Unique Entity ID (UEI): ____________________________________ B. Point of Contact: _________________________________________ Phone Number: __________________________________________ Fax Number: __________________________________________ E-mail Address: ________________________________________ Are you a large or small business? __________________________ Are you a manufacturer or dealer? __________________________ C. Supplier Name*: ___________________________________________ Point of Contact*: __________________________________________ Supplier UEI*: ____________________________________________ Supplier TIN*: _____________________________________________ Is your supplier large or small? _________________________________ (Note: "Supplier" refers to the company providing you the product, if you are not the manufacturer)

SCHEDULE OF ITEMS

Use the Schedule of Items below to submit 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:

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

B. Pricing will be FOB DESTINATION to CONUS locations.

C. Installation is NOT required.

D. Provide the Manufacturer's Name, Part Number, and Country of Origin (COO).

E. Delivery will be made 30 business days after receipt of order or less.

F. The Total Price will be considered for award.

NAICS: 423450 200 Employees

Description

Mfr, Part #, & COO

QTY

U/I

Price per Each

Total Price

Haag-Streit BQ 900 Slit Lamp LED

EA

Haag-Streit Tonometer AT for BQ Slit Lamps

EA

END SCHEDULE OF ITEMS

Product Salient Characteristics

Product: Haag-Streit Slit Lamp BQ 900, or Equal

Illumination: Light-source LED for examination (slit and background illumination) Slit width 0 – 14mm continuous Slit length 1 – 14mm continuous and fixed apertures Illumination field diameter ø 8/5/3/2/1/0.2mm, test mark with fixation star Slit image rotatability ± 90° Swiveling of the slit illumination to the microscope axis Horizontal ± 90°, vertical 0 – 20° Filters Blue, red-free (green) and grey (10%)

Microscope: Stereo angle 13° Overall magnification 6.3×, 10×, 16×, 25× and 40× Eyepiece magnification 12.5× Range of adjusting eyepieces +8 to –8 diopters Interpupillary distance 52 – 78 mm Yellow filter Optional Inclined eyepiece Optional

Instrument Base: Operation Single handed 3-dimensional operation of the control lever Spatial adjustment of the instrument base 100mm (length), 100mm (side), 30mm (height)

Measures (W×L×H): 332mm×305mm×700mm

Product: Haag-Streit Tonometer AT 900 Model BQ, or Equal

Measuring force generated: through leverage weight

Measurement range: 0 – 80 mm Hg

Measurement deviation: The measurement deviation in the measuring prism is in the measuring range from 0 – 58.84 mN and amounts to a maximum of ±1.5% and to a minimum of ±0.49 mN of the nominal value

Backlash width: ≤0.49 mN

Working temperature: 10° to 35° C

Net weight: Model BQ, 0.78 kg (without accessories)

Batteries: N.A.

PART II - CONTRACT CLAUSES

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: www.acquisition.gov

THE FOLLOWING CLAUSES ARE INCORPORATED BY REFERENCE:

2023)

(FAR DEVIATION) (JAN 2023)

CLAUSES INCORPORATED BY FULL TEXT:

52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (Nov 2023)

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

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

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

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

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

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

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

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

(g) Invoice.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) Payment.-

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

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

I-FSS-965 INTERPRETATION OF CONTRACT REQUIREMENTS (APR 1984)

No interpretation of any provision of this contract, including applicable specifications, shall be binding on the Government unless furnished or agreed to in writing by the Contracting Officer or his designated representative.

52.222-50 Combating Trafficking in Persons (NOV 2021)

(a) Definitions . As used in this clause- Agent means any individual , including a director, an officer, an employee , or an independent contractor , authorized to act on behalf of the organization.

Coercion means-

(1) Threats of serious harm to or physical restraint against any person ;

(2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person ; or

(3) The abuse or threatened abuse of the legal process.

Commercial sex act means any sex act on account of which anything of value is given to or received by any person .

Commercially available off-the-shelf (COTS) item —

(1) Means any item of supply (including construction material ) that is—

(i) A commercial product (as defined in paragraph (1) of the definition of “commercial product ” at Federal Acquisition Regulation (FAR) 2.101;

(ii)Sold in substantial quantities in the commercial marketplace; and (iii)Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and (2)Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products .

Debt bondage means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined.

Employee means an employee of the Contractor directly engaged in the performance of work under the contract who has other than a minimal impact or involvement in contract performance.

Forced Labor means knowingly providing or obtaining the labor or services of a person -

(1) By threats of serious harm to, or physical restraint against, that person or another person ;

(2) By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or

(3) By means of the abuse or threatened abuse of law or the legal process.

Involuntary servitude includes a condition of servitude induced by means of-

(1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or

(2) The abuse or threatened abuse of the legal process.

Recruitment fees means fees of any type, including charges, costs, assessments, or other financial obligations, that are associated with the recruiting process, regardless of the time , manner, or location of imposition or collection of the fee.

(1) Recruitment fees include, but are not limited to, the following fees (when they are associated with the recruiting process) for-

(i) Soliciting, identifying, considering, interviewing, referring, retaining, transferring, selecting, training, providing orientation to, skills testing, recommending, or placing employees or potential employees;

(ii) Advertising

(iii) Obtaining permanent or temporary labor certification, including any associated fees;

(iv) Processing applications and petitions;

(v) Acquiring visas, including any associated fees;

(vi) Acquiring photographs and identity or immigration documents, such as passports, including any associated fees;

(vii) Accessing the job opportunity, including required medical examinations and immunizations; background, reference, and security clearance checks and examinations; and additional certifications;

(viii) An employer's recruiters, agents or attorneys, or other notary or legal fees;

(ix) Language interpretation or translation, arranging for or accompanying on travel, or providing other advice to employees or potential employees;

(x) Government-mandated fees, such as border crossing fees, levies, or worker welfare funds;

(xi) Transportation and subsistence costs-

(A) While in transit, including, but not limited to, airfare or costs of other modes of transportation, terminal fees, and travel taxes associated with travel from the country of origin to the country of performance and the return journey upon the end of employment; and

(B) From the airport or disembarkation point to the worksite;

(xii) Security deposits, bonds, and insurance ; and

(xiii) Equipment charges.

(2) A recruitment fee, as described in the introductory text of this definition , is a recruitment fee, regardless of whether the payment is-

(i) Paid in property or money;

(ii) Deducted from wages;

(iii) Paid back in wage or benefit concessions;

(iv) Paid back as a kickback , bribe, in-kind payment, free labor, tip, or tribute; or

(v) Collected by an employer or a third party, whether licensed or unlicensed, including, but not limited to-

(A) Agents;

(B) Labor brokers;

(C) Recruiters;

(D) Staffing firms (including private employment and placement firms);

(E) Subsidiaries/affiliates of the employer;

(F) Any agent or employee of such entities; and

(G) Subcontractors at all tiers.

Severe forms of trafficking in persons means-

(1) Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion , or in which the person induced to perform such act has not attained 18 years of age; or

(2) The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude , peonage, debt bondage , or slavery.

"Sex trafficking" means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act .

Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract .

Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime contractor or another subcontractor .

United States means the 50 States, the District of Columbia, and outlying areas .

(b) Policy. The United States Government has adopted a policy prohibiting trafficking in persons including the trafficking-related activities of this clause. Contractors, contractor employees, and their agents shall not-

(1) Engage in severe forms of trafficking in persons during the period of performance of the contract ;

(2) Procure commercial sex acts during the period of performance of the contract ;

(3) Use forced labor in the performance of the contract ;

(4) Destroy, conceal, confiscate, or otherwise deny access by an employee to the employee ’s identity or immigration documents, such as passports or drivers' licenses, regardless of issuing authority;

(5)

(i) Use misleading or fraudulent practices during the recruitment of employees or offering of employment, such as failing to disclose, in a format and language understood by the employee or potential employee , basic information or making material misrepresentations during the recruitment of employees regarding the key terms and conditions of employment, including wages and fringe benefits, the location of work, the living conditions, housing and associated costs (if employer or agent provided or arranged), any significant costs to be charged to the employee or potential employee , and, if applicable, the hazardous nature of the work;

(ii) Use recruiters that do not comply with local labor laws of the country in which the recruiting takes place;

(6) Charge employees or potential employees recruitment fees ;

(7)

(i) Fail to provide return transportation or pay for the cost of return transportation upon the end of employment-

(A) For an employee who is not a national of the country in which the work is taking place and who was brought into that country for the purpose of working on a U.S. Government contract or subcontract (for portions of contracts performed outside the United States ); or

(B) For an employee who is not a United States national and who was brought into the United States for the purpose of working on a U.S. Government contract or subcontract , if the payment of such costs is required under existing temporary worker programs or pursuant to a written agreement with the employee (for portions of contracts performed inside the United States ); except that-

(ii) The requirements of paragraphs (b)(7)(i) of this clause shall not apply to an employee who is-

(A) Legally permitted to remain in the country of employment and who chooses to do so; or

(B) Exempted by an authorized official of the contracting agency from the requirement to provide return transportation or pay for the cost of return transportation;

(iii) The requirements of paragraph (b)(7)(i) of this clause are modified for a victim of trafficking in persons who is seeking victim services or legal redress in the country of employment, or for a witness in an enforcement action related to trafficking in persons. The contractor shall provide the return transportation or pay the cost of return transportation in a way that does not obstruct the victim services, legal redress, or witness activity. For example, the contractor shall not only offer return transportation to a witness at a time when the witness is still needed to testify. This paragraph does not apply when the exemptions at paragraph (b)(7)(ii) of this clause apply.

(8) Provide or arrange housing that fails to meet the host country housing and safety standards; or

(9) If required by law or contract , fail to provide an employment contract , recruitment agreement, or other required work document in writing . Such written work document shall be in a language the employee understands. If the employee must relocate to perform the work, the work document shall be provided to the employee at least five days prior to the employee relocating. The employee ’s work document shall include, but is not limited to, details about work description, wages, prohibition on charging recruitment fees , work location(s), living accommodations and associated costs, time off, roundtrip transportation arrangements, grievance process, and the content of applicable laws and regulations that prohibit trafficking in persons.

(c) Contractor requirements. The Contractor shall -

(1) Notify its employees and agents of-

(i) The United States Government's policy prohibiting trafficking in persons, described in paragraph (b) of this clause; and

(ii) The actions that will be taken against employees or agents for violations of this policy. Such actions for employees may include, but are not limited to, removal from the contract , reduction in benefits, or termination of employment; and

(2) Take appropriate action, up to and including termination, against employees, agents, or subcontractors that violate the policy in paragraph (b) of this clause.

(d) Notification.

(1) The Contractor shall inform the Contracting Officer and the agency Inspector General immediately of-

(i) Any credible information it receives from any source (including host country law enforcement) that alleges a Contractor employee , subcontractor , subcontractor employee , or their agent has engaged in conduct that violates the policy in paragraph (b) of this clause (see also 18 U.S.C. 1351, Fraud in Foreign Labor Contracting , and 52.203-13(b)(3)(i)(A), if that clause is included in the solicitation or contract , which requires disclosure to the agency Office of the Inspector General when the Contractor has credible evidence of fraud); and

(ii) Any actions taken against a Contractor employee , subcontractor , subcontractor employee , or their agent pursuant to this clause.

(2) If the allegation may be associated with more than one contract , the Contractor shall inform the contracting officer for the contract with the highest dollar value.

(e) Remedies. In addition to other remedies available to the Government, the Contractor ’s failure to comply with the requirements of paragraphs (c), (d), (g), (h), or (i) of this clause may result in-

(1) Requiring the Contractor to remove a Contractor employee or employees from the performance of the contract ;

(2) Requiring the Contractor to terminate a subcontract ;

(3) Suspension of contract payments until the Contractor has taken appropriate remedial action;

(4) Loss of award fee, consistent with the award fee plan, for the performance period in which the Government determined Contractor non-compliance;

(5) Declining to exercise available options under the contract ;

(6) Termination of the contract for default or cause, in accordance with the termination clause of this contract ; or

(7) Suspension or debarment .

(f) Mitigating and aggravating factors. When determining remedies, the Contracting Officer may consider the following:

(1) Mitigating factors. The Contractor had a Trafficking in Persons compliance plan or an awareness program at the time of the violation, was in compliance with the plan, and has taken appropriate remedial actions for the violation, that may include reparation to victims for such violations.

(2) Aggravating factors. The Contractor failed to abate an alleged violation or enforce the requirements of a compliance plan, when directed by the Contracting Officer to do so.

(g) Full cooperation .

(1) The Contractor shall , at a minimum-

(i) Disclose to the agency Inspector General information sufficient to identify the nature and extent of an offense and the individuals responsible for the conduct;

(ii) Provide timely and complete responses to Government auditors' and investigators' requests for documents;

(iii) Cooperate fully in providing reasonable access to its facilities and staff (both inside and outside the U.S.) to allow contracting agencies and other responsible Federal agencies to conduct audits, investigations, or other actions to ascertain compliance with the Trafficking Victims Protection Act of 2000 ( 22 U.S.C. chapter 78), E.O. 13627, or any other applicable law or regulation establishing restrictions on trafficking in persons, the procurement of commercial sex acts, or the use of forced labor ; and

(iv) Protect all employees suspected of being victims of or witnesses to prohibited activities, prior to returning to the country from which the employee was recruited, and shall not prevent or hinder the ability of these employees from cooperating fully with Government authorities.

(2) The requirement for full cooperation does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract . It does not-

(i) Require the Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine;

(ii) Require any officer, director, owner, employee , or agent of the Contractor , including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; or

(iii) Restrict the Contractor from-

(A) Conducting an internal investigation; or

(B) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

(h) Compliance plan.

(1) This paragraph (h) applies to any portion of the contract that-

(i) Is for supplies , other than commercially available off-the-shelf items, acquired outside the United States , or services to be performed outside the United States ; and

(ii) Has an estimated value that exceeds $550,000.

(2) The Contractor shall maintain a compliance plan during the performance of the contract that is appropriate-

(i) To the size and complexity of the…