RFQ 47QSSC-25-A-1406.docx

47QSSC-24-A-1406

THIS REQUEST FOR QUOTATION, IF ACCEPTED BY THE GOVERNMENT, WILL RESULT IN A SINGLE-AWARD BLANKET PURCHASE AGREEMENT (BPA) BEING ESTABLISHED AGAINST MAS holder of SIN 339920S, MULTIPLE AWARD, FEDERAL SUPPLY SCHEDULE (MAS) CONTRACT WITH THE SAME TERMS AND CONDITIONS.

A. The period covered by the BPA will begin at the date of award through the expiration date of your MAS contract, not to exceed a twelve (12) month base year with four (4), 12-month option years. The estimated quantities for the BPA are indicated on pages 5-6.

Since demand can fluctuate significantly up OR down due to market conditions, the agreement will be awarded as not to exceed (NTE) $4.5M over the period of performance mentioned above. There is no guaranteed minimum number of orders or quantities under the agreement, and it is possible that orders and quantities could be significantly less than estimated. The BPA will be reviewed at least once a year prior to exercising an option by the Contracting Officer (CO). The CO will address whether (1) the BPA still represents the best value; and (2) the estimated quantities/amounts have been exceeded and additional price reductions can be obtained and will secure approval of competition.

B. 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 Purchase Order (PO).

C. You may NOT submit pricing higher than your approved Multiple Award Schedule (MAS) contract price. See page 23 for the evaluation factors for award. The item being procured must be awarded on your MAS contract by the date and time established for receipt of quotes; otherwise, the quote will be determined noncompliant and rejected in its entirety.

D. The Schedule of Items is to be used in submitting price quote information. Provide the unit price per the unit of issue shown and extend the sum, including freight charges as applicable. See page 6.

E. The Item Purchase Description (IPD)can be found on pages 7-8. Special Item Number (SIN) 339920S will be used for this requirement. It is the quoter's responsibility to provide only items that fully comply with the specifications of the IPD.

F. This is ONLY a Request for Quotes (RFQ). Delivery orders will be issued pursuant to the evaluation of the quotations received. DO NOT SHIP on this RFQ.

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

H. The Government intends to award on initial quotation.

I. The Government will seek price reductions for this BPA in accordance with FAR 8.405-4.

J. Contractor’s past performance will be considered for evaluation. See page 23-24.

K. There will be no minimum order amount under this BPA.

L. The NSN will be awarded with FOB Origin to all CONUS locations.

M. SUPPLEMENTAL DOCUMENTATION REQUIRED:

a. FEDERAL SUPPLY SCHEDULE PRICE LIST. Provide a copy of your most recent authorized Federal Supply Schedule Price List and Cover Sheet for the Government to verify the item is on your MAS Schedule at the time of RFQ closing. Please be sure to identify the item(s) you are offering within the copy of your price list. (Items must be on your MAS Contract prior to submitting your quote).

b. DESCRIPTIVE LITERATURE/DRAWINGS. Clear identification is the sole responsibility of the quoter and descriptive literature for ALL 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 Purchase Description (IPD). Pursuant to FAR 52.211-6 Brand Name or 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. The Government reserves the right to seek additional information/clarification about the descriptive literature being provided.

**FAILURE TO PROVIDE THE INFORMATION ABOVE, FOR ANY ITEM, MAY CAUSE YOUR QUOTE NOT TO BE CONSIDERED FOR AWARD (SEE DETAILS IN EVALUATION FACTORS FOR AWARD PAGE 20) **.

N. Following is how to obtain specifications:

Commercial Item Descriptions - https://quicksearch.dla.mil 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. 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/. 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.

Recycled Material - Information related to the EPA's Comprehensive Procurement Guidelines (CPG) for recovered materials can be found at https://www.epa.gov.

Biobased/Bio-Preferred Products - Information related to the USDA's Bio-Based and Bio Preferred program can be found at can be found at https://www.biopreferred.gov/

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 fem desi gnated 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 fem desi gnated 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. The awardee will be required to ship direct to Army Post Office (APO) / Fleet Post Office (FPO) addresses and naval vessels when they receive orders that indicate this type of ship to addresses. This is a mandatory requirement.

Q. 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 Hour - $70.00

A minimum of two 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

R. Provisions, Clauses, and Fill-ins located on pages 6-16 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 no longer be considered for award.

S. GSA's Order Management Service (OMS) will process orders utilizing Electronic Data Interchange (EDI) or Vendor Portal (VP).

· 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 EDI or OMS Vendor Portal 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. Utilization of these resources also requires the vendor to update the various stages of purchase order processing status in OMS. This is a mandatory requirement. Failure to do so may result in termination of the Purchase Order.

The Vendor is required to review the instructions regarding enrollment in either one of these systems and processes contained in Attachment 1 of this solicitation/RFQ.

Enrollment in either program is required upon award and must be requested no later than 5 days after notification 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 e-Tools Help Desk at 866-472-9114

T. Pursuant to FAR 8.405-3(d)(1), the period of performance for this BPA is estimated not to exceed 5 years in length. To qualify for an award, the quoter's MAS contract must have a sufficient period of performance to cover the entire potential period of performance of the resulting BPA. That would include any remaining MAS option periods not yet exercised. Quotes received against a MAS contract that do not have sufficient duration to cover the entire period of performance will be considered non-compliant and no longer considered for award.

U. Vendors shall not mail quotes to the address on the SF1449. Quotes shall be submitted via GSA e-Buy at www.ebuy.gsa.gov.

SCHEDULE OF ITEMS

Use the Schedule of Items below to submit your quoted prices. Quoters who have FOB Destination pricing on their MAS contract shall provide pricing for the item listed in "TABLE l ". Quoters who have FOB Origin pricing on their MAS contract shall provide separate pricing for the product and transportation (shipping and handling) costs for each item listed in "TABLE 2". The Total BPA Price will be considered for award.

Complete only one of the "Tables" listed below based on the delivery terms of your MAS contract.

TABLE 1: For MAS Contracts Awarded with FOB Destination Terms

NAICS: 339920

Size Standard: 750 employees

Name, Part No., & Country of Origin

Estimated Qty (12 month)

(Including Freight) Total Annual Price (Qty X Unit Price)

IPD Attached

Annual BPA Total: $

Total BPA Price (Annual BPA Total + 4 Years): $

TABLE 2: For MAS Contracts Awarded with FOB Origin Terms

NAICS: 339920

Size Standard: 750 employees

Name, Part No., & Country of Origin

Unit Price

Shipping & Handling (S&H) (per unit) Destination Price (FOB Origin unit price + S&H) Total Annual Price (Qty X Destination Price)

IPD Attached

Annual BPA Total: $

Total BPA Price (Annual BPA Total + 4 Years): $

* Total unit price for award determination is unit origin price plus the unit transportation costs. Unit transportation costs must be included in the total destination unit price.

Unit Cube:

Unit Cube:

Unit Cube:

Unit Cube:

Unit Cube:

Unit Cube:

Unit Cube:

Unit Cube:

All purchase orders are direct delivery shipments to end users throughout the Continental United States (CONUS).

Provide your MAS Contract Number and expiration date

***ALL PAGES MUST BE RETURNED WITH YOUR QUOTE***

DESCRIPTIONS/SPECIFICATIONS

NSN: 7830-01-083-9307

ROWING MACHINE: Shall be Concept2 P/N RowErg Rower, or Xebex Air Rower 3.0, or equal, and have the following characteristics:

Adjustable pedals and straps

Folds up or separates into two parts for transport and storage with no tools required

Caster wheels for mobility

Flywheel design minimizes noise, maximizes smooth feel of rowing on water

Performance monitor: Backlit display, time rowed, pulse (when connected to a heart rate monitor), distance, strokes per minute/stroke, calories.

Metal rail capped with stainless-steel track

User Weight: 500-lbs. minimum

Color: Gray or Black

UNIT OF ISSUE: EA (Each)

PRODUCT CONFORMANCE: The products provided shall meet the salient characteristics of this description, conform to the producer's own specifications, standards, and quality assurance practices and be the same product offered for sale in the commercial market. The Government reserves the right to require proof of such conformance.

MARKING: Marking shall comply with GSAM 552.211.73. Marking of supplies for deliveries to domestic civilian activities shall comply with the latest edition of Federal Standard 123.

Marking of supplies for deliveries to military activities domestic and export locations, including forwarding and container consolidation points (CCPs), shall comply with the latest edition of Military Standard 129. The Military Shipping Label (MSL) must show the “Ship To” address as well as the ultimate consignee (Mark for DoDAAC and address) and the Transportation Control Number (TCN).

PREPARATION FOR DELIVERY: Item(s) packaged and packed for domestic and export shipments to civilian and military activities shall comply with the GSAM provision/Clause 552.211-75 and/or with the latest requirements of ASTM D-3951 Standard Practice for Commercial Packaging; however, compliance to the latest edition of ASTM standard D-3951 is mandatory for General Supplies and Services (GSS) contracts. In the event a pallet or skid is used for shipping, the following notice shall apply:

WOOD PACKING MATERIAL: Packaging and packing of supplies using Wood Packaging Material (WPM) on a pallet or skid for export shipments (includes forwarding and container and consolidation points, commercial freight forwarders and third-party logistics providers) shall comply with the requirements in provision/Clause GSAM 552.211.89, Non-Manufactured Wood Packaging Material for Export or the applicable requirements in ASTM D-3951 relative to the WPM. All wood shall be treated and stamped appropriately for export, including the actual pallet or skid, if made of wood.

END OF ITEM PURCHASE DESCRIPTION

Contract Administration Data

Please provide the following information:

Contractors' Universal Entity Identifier (UEI) No.: Quoter's Name: Quoter's Phone Number:

Quoter's E-mail:

Provide your MAS Contract Number: __________________________________

Contact for Contract Administration:

Offerors are required to designate a person to be contacted for prompt contract administration.

NAME: ___________________________

TITLE: ___________________________

ADDRESS: ________________________

TELEPHONE NO. (____)_____________

47QSSC-25-A-1406

FAX NO. (___)______________________

52.252-1 PROVISIONS INCORPORA TED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer.

Also, the full text of a solicitation provision may be accessed electronically at this address: The address for the FAR and GSAM is https://www.acquisition.gov

PROVISIONS INCORPORATED BY FULL TEXT:

52.209-11 REPRESENTATION BY CORPORATIONS REGARDING DELINQUENT TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW (FEB 2016)

(a) As required by sections 744 and 745 of Division E of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), and similar provisions, if contained in subsequent appropriations acts, the Government will not enter a contract with any corporation that-

(1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or

(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and decided that this action is not necessary to protect the interests of the Government.

(b) The Offeror represents that-

(1) It is □ is not □ a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and

(2) It is □ is not □ a corporation that was convicted of a felony criminal violation under a federal law within the preceding 24 months.

(End of Provision) BPA 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/these address(es):

The IBR clauses (clauses incorporated by reference) are now accessible on-line. The address for the FAR and GSAM is https://www.acquisition.gov

THE FOLLOWING FAR CLAUSES ARE INCORPORATED BY REFERENCE:

CLAUSES INCORPORATED BY FULL TEXT:

552.211-73 MARKING (FEB 1996)

(a) General requirements. Interior packages, if any, and exterior shipping containers shall be marked as specified elsewhere in the contract. Additional marking requirements may be specified on delivery orders issued under the contract. If not otherwise specified, interior packages and exterior shipping containers shall be marked in accordance with the following standards.

(1) 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.

(2) 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.

(b) Improperly marked material. When Government inspection and acceptance are at destination, and delivered supplies are not marked in accordance with contract requirements, the Government has the right, without prior notice to the Contractor to perform the required marking, by contract or otherwise, and charge the Contractor, therefore at the rate specified elsewhere in this contract. This right is not exclusive and is in addition to other rights or remedies provided for in this contract.

552.211-75 ALT I, PRESERVATION, PACKAGING, AND PACKING (FEB 1996) (ALT I MAY 2003)

Unless otherwise specified, all items shall be preserved, packaged, and packed in accordance with normal commercial practices, as defined in the applicable commodity specification. Packaging and packing shall comply with the requirements of the Uniform Freight Classification and the National Motor Freight Classification (issue in effect at time of shipment) and each shipping container of each item in a shipment shall be of uniform size and content, except for residual quantities. Where special or unusual packing is specified in an order, but not specifically provided for by the contract, such packing details must be the subject of an agreement independently arrived at between the ordering agency and the Contractor.

552.212-4 CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (DEVIATION) (JAN 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) The due date for making invoice payments by the designated payment office is the latter of the following two events:

(i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor’s invoice; provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements.

(ii) The 10th day after Government acceptance of supplies delivered or services performed by the Contractor.

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

(i) Payment.-

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

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

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

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

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

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

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

(A) The date fixed under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1) The schedule of supplies/services.

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

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any commercial supplier agreements as amended by the Commercial Supplier Agreements -Unenforceable Clauses provision.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449. (8)

(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 commercial supplier agreement (as defined in 502.101) that includes any language, provision, or clause requiring the Government to pay any future fees, penalties, interest, legal costs or 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 language, provision, or 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 commercial supplier agreement. If the commercial supplier 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 language, provision, or clause is deemed to be stricken from the commercial supplier agreement.

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

(w) Commercial supplier agreements unenforceable clauses. When any supply or service acquired under this contract is subject to a commercial supplier agreement (as defined in 502.101), the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement:

(1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the U.S. Government, the following shall apply:

(i) Applicability. This agreement is a part of a contract between the commercial supplier and the U.S. Government for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders under FAR 12).

(ii) End user. This agreement shall bind the ordering activity as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.

(iii) Law and disputes. This agreement is governed by Federal law.

(A) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted.

(B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted.

(C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

(iv) Continued performance. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in subparagraph (d) (Disputes).

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act).

(vi) Updating terms. (A) After award, the contractor may unilaterally revise commercial supplier agreement terms: if they are not material. A material change is defined as:

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

(3) Terms that decrease overall level of service; or

(4) Terms that limit any other Government right addressed elsewhere in this contract.

(B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification.

(C) Any agreement license terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them.

(vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by an authorized Government representative.

(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows:

(A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order.

(B) This charge, if disputed by the ordering activity, will be resolved in accordance with subparagraph (d) (Disputes) through the Disputes clause at 552.212-4(d); no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process.

(C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the Government.

(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the Government contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under subparagraph (b) of this clause.

(xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed “confidential information.” Issues regarding release of “unit pricing” will be resolved consistent with the Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(1), the language, provisions, or clause of paragraph (w)(1) shall prevail to the extent of such inconsistency.

(End of Clause)

D-FSS-456 PACKAGING AND PACKING (APR 1984)

(a) Packaging. Shall be in accordance with accepted commercial practice.

(b) Packing. Shall be packed to ensure carrier acceptance and safe delivery to the destination in containers complying with rules and regulations applicable to the mode of transportation.

E-FSS-514 PRODUCTION AND INSPECTION POINT(S) (JUN 1990)

(a) Production Point. Offeror shall insert, in the appropriate spaces provided below, the names of the manufacturers of the items offered and the address and telephone number of the facility(ies) at which the items will be manufactured or produced.

(b) Source Inspection Point. Offeror shall indicate, in the spaces provided below, the location(s) at which the supplies will be inspected or made available for inspection. If the addresses of the respective production and inspection points are identical, the offeror should insert "same" in the inspection point column.

(Including County), and

TELEPHONE NUMBER

INSPECTION POINT

(If other than Production Point)

1.

2.

3.

4.

5.

6.

7.

8.

NOTE: If additional space is needed, the offeror may furnish the requested information by an attachment to the offer.

E-FSS-522 INSPECTION AT DESTINATION (MAR 1996)

(a) Inspection by the Government. It is anticipated that the supplies purchased under this contract will be inspected at destination by the Government to ensure conformance with technical requirements as specified herein.

(b) Responsibility for Rejected Supplies. If, after due notice of rejection, the Contractor fails to remove or provide instructions for the removal of rejected supplies pursuant to the Contracting Officer's instructions, the Contractor shall be liable for all costs incurred by the Government in taking such measures as are expedient to avoid unnecessary loss to the Contractor. In addition to any other remedies, which may be available under this contract, the supplies may be stored for the Contractor's account or sold to the highest bidder on the open market and the proceeds applied against the accumulated storage and other costs, including the cost of the sale.

(c) Additional Costs for Inspection and Testing. When prior rejection makes re-inspection or retesting necessary, the following charges are applicable. When inspection or testing is performed by or under the direction of GSA, charges will be at the rate of $22.00 per man-hour or fraction thereof if the inspection is at a GSA distribution center; $26.00 per man-hour or fraction thereof, plus travel costs incurred, if the inspection is at another location; and $26.00 per man-hour or fraction thereof for laboratory testing, except that when a testing facility other than a GSA laboratory performs all or part of the required tests, the Contractor shall be assessed the actual cost incurred by the Government as a result of testing at such facility. When inspection is performed by or under the direction of any agency other than GSA, the charges indicated above may be used, or the agency may assess the actual cost of performing the inspection and testing.

TIME OF DELIVERY

Delivery is recommended to be made at destination within * 8 * calendar days after receipt of order.

F-FSS-230 DELIVERIES TO THE U.S. POSTAL SERVICE (JAN 1994)

(a) Applicability. This clause applies to orders placed for the U.S. Postal Service (USPS) and accepted by the Contractor for the delivery of supplies to a USPS facility (consignee).

(b) Mode/Method of Transportation. Unless the Contracting Officer grants a waiver of this requirement, any shipment that meets the USPS requirements for mailability (i.e., 70 pounds or less, combined length and girth not more than 108 inches, etc.) delivery sha11 be accomplished via the use of the USPS. Other commercial services sha11 not be used, but this does not preclude the Contractor from making delivery using the Contractor's own vehicles.

(c) Time of Delivery. Notwithstanding the required time for delivery to destination as may be specified elsewhere in this contract, if shipments under this clause are mailed not later than five (5) calendar days before the required delivery date, delivery shall be deemed to have been made timely.

F-FSS-736-A EXPORT TRAFFIC RELEASE (OCT 1988)

Supplies ordered by GSA for export will not be shipped by the Contractor until shipping instructions are received from GSA. To obtain shipping instructions, the Contractor shall forward completed copies of GSA Form 1611, Application for Shipping Instructions and Notice of Availability, to the GSA office designated on the purchase order at least 15 days prior to the anticipated shipping date. Copies of GSA Form 1611 will be furnished to the Contractor with the purchase order. Failure to comply with this requirement could result in nonacceptance of the material by authorities at the port of exportation. When supplies for export are ordered by other Government agencies the Contractor should obtain shipping instructions from the ordering agency.

552.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (FEB 2018) (FAR DEVIATION - JUL 2015)

(a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any commercial supplier agreement (as defined in 502.101)that includes any language, provision, or clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, nor any other loss or liability that would create an Anti- Deficiency Act violation(31 U.S.C. 1341), the following shall govern:

(1) Any such language, provision, or clause is unenforceable against the Government.

(2) 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 commercial supplier agreement. If the commercial supplier 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.

(3) Any such language, provision, or clause is deemed to be stricken from the commercial supplier agreement.

(b) Paragraph (a) of this clause does not apply to indemnification by the Government that is…