RFQ - HVAC Duct Cleaning.pdf

RFQ FA301625Q0208

JBSA Fire Station HVAC Duct Cleaning (The quote shall be effective 60 days after submission)

This is a combined synopsis/solicitation for commercial products or commercial services prepared in accordance with the format in subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued. The solicitation number is FA301625Q0208 and is issued as a Request for Quote (RFQ). This solicitation incorporates provisions and clauses are those in effect through Federal Acquisition Circular 2025-08, DFARS change notice 01/17/2025 and DAFFARS 2024-1016.

This purchase is being solicited as 100% Small Business set-aside. The NAICS code is 561790 and the size standard is $9M dollars.

This requirement is for the duct cleaning of nine different JBSA Fire Stations 1-9. Please respond to this RFQ by emailing your response to: A1C Tristan Torres at tristan.torres@us.af.mil and Norena M. Phillips at norena.phillips@us.af.mil no later than Wednesday 10 September 2025 at 12:00PM CDT to be considered timely.

All questions must be submitted in writing through email no later than Monday 08 September 2025 at 10:00 am CDT. Responses to questions will be posted by the Government on the SAM.gov, contracting opportunities website as received. Questions submitted after this date/time will not be considered.

Performance Address: 1555 GOTT ST, JBSA LACKLAND TX, 78236-5643.

Please provide the information below:

All quotes must be FOB Destination Payment Terms: _____________Period of Performance Timeframe: __________________ Company Name: _________________________ Cage Code: __________________________

UEI:___________________________________

POC: __________________________________ Telephone #__________________________ E-Mail Address: _________________________ Tax ID#: ____________________________ Warranty Information:____________________________________________________ Do you have the capacity to invoice electronically through WAWF?(Yes/No)___________

A. FAR 52.212-1 Instructions to Offerors – Commercial Items Addendum.

Quote Submittal:

(1) The quoter shall provide a quote for the requirement below. Only Small Business (SB) quoters will be accepted.

(2) By responding to this RFQ, the quoter accepts all terms and conditions contained herein.

(3) Late Quotes/Responses: In accordance with FAR 52.212-1(f).

(4) Notice to Offeror(s)/Supplier(s): Funds are not presently available for this effort. No award will be made under this solicitation until funds are available. The Government reserves the right to cancel this solicitation, either before or after the closing date. In the event the Government cancels this solicitation, the Government has no obligation to reimburse an offeror for any costs."

(5) Submission of offers:

52.212-1- Instructions to Offerors –Commercial Items is incorporated by reference. The following addendum applies to the provision:

(b) Submission of offers:

i. Offeror shall submit a detailed technical plan that includes: the approach, methodology and proposed solution to satisfy the requirements in the Statement of Work. The approach shall include a proposed timeline for completion of work, listing of key personnel, list of all HVAC technicians that will be performing work.

Additionally, provide HVAC license for each HVAC technician. A copy of an Environmental Protection Agency (EPA) certification and Texas Department of Licensing Regulation (TDLR) must be submitted.

RFQ FA301625Q0208

(6) The Government reserves the right to cancel this solicitation, either before or after the closing date. In the event the Government cancels this solicitation, the Government has no obligation to reimburse an offeror for any costs. The contractor shall not request, nor will the Government make, payments for any preliminary measurement, quotes, bids, site visit, time or proposal cost incurred.

B. FAR 52.212-2—Evaluation Commercial Items Addendum

(1) 502d CONS/JBKAA will issue a purchase order to the responsible quoter whose quote will be the most advantageous to the Government. The following shall be used to evaluate quotes: The technically acceptable lowest priced quote will be determined to represent the best value. Technical acceptability will be determined by an evaluation of the quoted requirements that meet the technical criteria that are contained in this RFQ.

The Government will rank all quotes based on an initial assessment of offeror’s total evaluated prices. If the Government receives 3 or fewer initial quotes, all quotes will be evaluated for Technical Acceptability. If the Government receives more than 3 initial quotes, the Government will only select the 3 lowest priced quotes and then evaluate them for Technical Acceptability. The Government reserves the right to evaluate additional quotes for technical acceptability if in the Government’s best interest. If additional quotes are evaluated for technical acceptability they will be selected in the order of price. Award will be made to the responsible vendor whose quote is the lowest evaluated price among technically acceptable quotes.

Acceptable: Quote clearly meets the minimum requirements of the solicitation.

Unacceptable: Quote does not meet the minimum requirements of the solicitation.

5. Basis for Award. 502d CONS/JBKAA will award a purchase order resulting from this RFQ to the responsible quoter whose quote conforming to the RFQ will be most advantageous to the Government.

6. Mandatory Registrations. To be eligible for award, registration with the System for Award Management (SAM) must be current (legacy for On-line Registration and Certifications Application (ORCA) and Central Contractor Registration (CCR) registrations). To register or update former CCR and Reps & Certs that are not current go to https://www.sam.gov/portal/public/SAM/ and provide mandatory information.

Solicitation/Contract Form Fire Station HVAC Duct Cleaning

Product Service Code: J041

FA301625Q0208

Supplies or Services & Prices or Costs Additional Information/Notes

Item Supplies / Services Quantity Unit Unit Price Amount

Deep Cleaning Of All Duct Work (Supply/Intake) >Large Fire Stations 2 and 8 IAW

SOW

>Roto-Brush Cleaning Followed With A HEPA Negative Air Pressure Treatment Throughout All Duct Work

Product Service Code: J041 Pricing Arrangement: Firm Fixed Price

2 Each

Deep Cleaning Of All Duct Work (Supply/Intake) >Medium Fire Stations 1, 4, 5, 6, 7

IAW SOW

>Roto-Brush Cleaning Followed With A HEPA Negative Air Pressure Treatment Throughout All Duct Work

Product Service Code: J041 Pricing Arrangement: Firm Fixed Price

5 Each

Deep Cleaning Of All Duct Work (Supply/Intake) >Small Fire Stations 3 and 9 IAW

SOW

>Roto-Brush Cleaning Followed With A HEPA Negative Air Pressure Treatment Throughout All Duct Work

Product Service Code: J041 Pricing Arrangement: Firm Fixed Price

2 Each

Description/Specifications/Statement of Work

Requirements Fire Station HVAC Duct Cleaning

Packaging and Marking

Inspection and Acceptance Overall Contract Inspection/Acceptance Locations

Inspection and Acceptance Location

Both Destination Instructions: See Statement of Work (SOW) for Acceptance/inspection criteria.

DoDAAC: F2M3CC CountryCode: USA

F2M3CC 502 CES CECC1

AF NO MILSBILLS PROC CP 2102213955, 1555 GOTT ST

JBSA LACKLAND, TX 78236-5646

UNITED STATES

Inspection and Acceptance Location

Both Destination Instructions: See Statement of Work (SOW) for Acceptance/inspection criteria.

DoDAAC: F2M3CC CountryCode: USA

F2M3CC 502 CES CECC1

AF NO MILSBILLS PROC CP 2102213955, 1555 GOTT ST

JBSA LACKLAND, TX 78236-5646

UNITED STATES

Inspection and Acceptance Location

Both Destination Instructions: See Statement of Work (SOW) for Acceptance/inspection criteria.

DoDAAC: F2M3CC CountryCode: USA

F2M3CC 502 CES CECC1

AF NO MILSBILLS PROC CP 2102213955, 1555 GOTT ST

JBSA LACKLAND, TX 78236-5646

UNITED STATES

Deliveries or Performance

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.242-15 Stop-Work Order. Aug 1989 52.247-34 F.o.b. Destination. Jan 1991

Contract Administration Data

DFARS Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Dec 2018

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. (Jan 2023)

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(a) As used in this clause- Definitions.

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

"Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Electronic invoicing.

Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) To access WAWF, the Contractor shall- WAWF access.

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before WAWF training.

submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

(e) Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol. WAWF methods of document submission.

(f) The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF for this WAWF payment instructions.

contract or task or delivery order:

(1) The Contractor shall submit payment requests using the following document type(s): Document type.

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items-

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

N/A

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

Invoice 2n1

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial financing, submit a commercial financing request.

(2) ) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

[Note: The Contractor may use a WAWF "combo" document type to create some combinations of invoice and receiving report in one step.]

(3) The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating Document routing.

payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC F87700

Issue By DoDAAC FA3016

Admin DoDAAC FA3016

Inspect By DoDAAC F2M3CC

Ship To Code N/A

Ship From Code N/A

Mark For Code F2M3CC

Service Approver (DoDAAC) F2M3CC

Service Acceptor (DoDAAC) F2M3CC

Accept at Other DoDAAC N/A

LPO DoDAAC N/A

DCAA Auditor DoDAAC N/A

Other DoDAAC(s) N/A

(4) The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance Payment request.

with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F. Receiving report.

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

Contract Specialist: A1C Tristan Torres, email: tristan.torres@us.af.mil. Contracting Officer: Norena Phillips, norena.phillips@us.af.mil

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

Special Contract Requirements

Contract Clauses

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.204-13 System for Award Management Maintenance. Oct 2018 52.204-18 Commercial and Government Entity Code Maintenance. Aug 2020 52.204-19 Incorporation by Reference of Representations and Certifications. Dec 2014

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities.

Dec 2023

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Nov 2021

52.212-4 Contract Terms and Conditions-Commercial Products and Commercial Services. Nov 2023 52.233-1 Disputes. May 2014 52.237-2 Protection of Government Buildings, Equipment, and Vegetation. Apr 1984

DFARS Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

252.203-7000 Requirements Relating to Compensation of Former DoD Officials. Sep 2011 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. Dec 2022 252.204-7003 Control of Government Personnel Work Product. Apr 1992 252.204-7009 Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information. Jan 2023 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting. May 2024 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support. Jan 2023 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services. Jan 2023 252.204-7020 NIST SP 800-171 DoD Assessment Requirements. Nov 2023 252.225-7012 Preference for Certain Domestic Commodities. Apr 2022 252.225-7048 Export-Controlled Items. Jun 2013 252.225-7056 Prohibition Regarding Business Operations with the Maduro Regime. Jan 2023 252.225-7060 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region. Jun 2023 252.232-7010 Levies on Contract Payments. Dec 2006 252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel. Jan 2023 252.243-7001 Pricing of Contract Modifications. Dec 1991 252.244-7000 Subcontracts for Commercial Products or Commercial Services. Nov 2023 252.247-7023 Transportation of Supplies by Sea. Oct 2024

FAR Clauses Incorporated by Full Text

52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders- Commercial Products and Commercial Services. (Jan 2025)

Contract Terms and Conditions Required To Implement Statutes or Executive Orders-Commercial Products and Commercial Services (Jan 2025)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (section 743 of Division E, Title VII, of the (Jan 2017) Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Section (Dec 2023) 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Section 889(a)(1)(A) of Pub. (Nov 2021) L. 115-232).

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

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (31 U.S.C. 3903 and 10 U.S.C. 3801).(Mar 2023)

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

52.233-4, Applicable Law for Breach of Contract Claim (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).(7) (Oct 2004)

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

[] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Jun 2020), with (Nov 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).Alternate I

52.203-13, Contractor Code of Business Ethics and Conduct (41 U.S.C. 3509)).[] (2) (Nov 2021)

52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (Section 1553 of Pub. L. 111-5). (Applies to [] (3) (Jun 2010) contracts funded by the American Recovery and Reinvestment Act of 2009.)

52.203-17, Contractor Employee Whistleblower Rights (41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, [] (4) (Nov 2023) or applicable elements of the intelligence community-see FAR 3.900(a).

52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Pub. L. 109-282) ( 31 U.S.C. 6101 note).[x] (5) (Jun 2020)

[Reserved].[] (6)

52.204-14, Service Contract Reporting Requirements (Pub. L. 111-117, section 743 of Div. C).[] (7) (Oct 2016)

52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Pub. L. 111-117, section 743 of Div. C).[] (8) (Oct 2016)

52.204-27, Prohibition on a ByteDance Covered Application (Section 102 of Division R of Pub. L. 117-328).[x] (9) (Jun 2023)

52.204-28, Federal Acquisition Supply Chain Security Act Orders-Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency [] (10) Contracts. (Pub. L. 115-390, title II).(Dec 2023)

(11)

52.204-30, Federal Acquisition Supply Chain Security Act Orders-Prohibition. (Pub. L. 115-390, title II).[] (i) (Dec 2023)

Alternate I of 52.204-30.[] (ii) (Dec 2023)

[x] (12) 52.209-6, Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded. ( 2025) (31 U.S.C. 6101 note).Jan

52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (41 U.S.C. 2313).[] (13) (Oct 2018)

[Reserved].[] (14)

52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award ( ) (15 U.S.C. 657a).[] (15) Oct 2022

52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns ( ) (if the offeror elects to waive the preference, it shall so [] (16) Oct 2022 indicate in its offer) (15 U.S.C. 657a).

[Reserved][] (17)

(18)

52.219-6, Notice of Total Small Business Set-Aside (15 U.S.C. 644).[x] (i) (Nov 2020)

Alternate I of 52.219-6.[] (ii) (Mar 2020)

(19)

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

Alternate I of 52.219-7.[] (ii) (Mar 2020)

52.219-8, Utilization of Small Business Concerns (15 U.S.C. 637(d)(2) and (3)).[] (20) ( )Jan 2025

(21)

52.219-9, Small Business Subcontracting Plan (15 U.S.C. 637(d)(4)).[] (i) ( )Jan 2025

Alternate I of 52.219-9.(ii) (Nov 2016)

Alternate II of 52.219-9.(iii) (Nov 2016)

Alternate III of 52.219-9.(iv) (Jun 2020)

Alternate IV of 52.219-9.(v) ( )Jan 2025

(22)

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

Alternate I of 52.219-13.(ii) (Mar 2020)

52.219-14, Limitations on Subcontracting ( ) (15 U.S.C. 657s).(23) Oct 2022

52.219-16, Liquidated Damages-Subcontracting Plan (15 U.S.C. 637(d)(4)(F)(i)).(24) (Sep 2021)

52.219-27, Notice of Set-Aside for, or Sole-Source Award to, Service-Disabled Veteran-Owned Small Business (SDVOSB) Concerns Eligible Under the (25) SDVOSB Program ( ) (15 U.S.C. 657f).Feb 2024

(26)

52.219-28, Small Business Program Rerepresentation (15 U.S.C. 632(a)(2)).[x] (i) Postaward ( )Jan 2025

Alternate I of 52.219-28.(ii) (Mar 2020)

52.219-29, Notice of Set-Aside for, or Sole-Source Award to, Economically Disadvantaged Women-Owned Small Business Concerns ( ) (27) Oct 2022 (15 U.S.C. 637(m)).

52.219-30, Notice of Set-Aside for, or Sole-Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business (28) Program ( ) (15 U.S.C. 637(m)).Oct 2022

52.219-32, Orders Issued Directly Under Small Business Reserves (15 U.S.C. 644(r)).(29) (Mar 2020)

52.219-33, Nonmanufacturer Rule (15 U.S.C. 637(a)(17)).(30) (Sep 2021)

52.222-3, Convict Labor (E.O.11755).[x] (31) (Jun 2003)

(32) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (E.O. 13126).(Jan 2025)

52.222-21, Prohibition of Segregated Facilities .[x] (33) (Apr 2015)

(34)

52.222-26, Equal Opportunity (E.O.11246).[x] (i) (Sep 2016)

Alternate I of 52.222-26.(ii) (Feb 1999)

(35)

52.222-35, Equal Opportunity for Veterans (38 U.S.C. 4212).[x] (i) (Jun 2020)

Alternate I of 52.222-35.(ii) (Jul 2014)

(36)

52.222-36, Equal Opportunity for Workers with Disabilities (29 U.S.C. 793).[x] (i) (Jun 2020)

Alternate I of 52.222-36.(ii) (Jul 2014)

52.222-37, Employment Reports on Veterans ( ) (38 U.S.C. 4212).[x] (37) Jun 2020

52.222-40, Notification of Employee Rights Under the National Labor Relations Act (E.O. 13496).(38) (Dec 2010)

52.222-41 Service Contract Labor Standards.[x] (39)

[x] (40) 52.222-44 Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment.

52.222-50, Combating Trafficking in Persons (22 U.S.C. chapter 78 and E.O. 13627).[x] (i) (Nov 2021)

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

(40) 52.222-54, Employment Eligibility Verification (Executive Order 12989). (Not applicable to the acquisition of commercially available off-the-shelf (Jan 2025) items or certain other types of commercial products or commercial services as prescribed in FAR 22.1803.)

52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Items (May 2008) ( 42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the (i) acquisition of commercially available off-the-shelf items.)

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

52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (42 U.S.C. 7671, ).[x] (42) (May 2024) et seq.

52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners (42 U.S.C. 7671, ).[x] (43) (May 2024) et seq.

52.223-20, Aerosols (42 U.S.C. 7671, ).[x] (44) (May 2024) et seq.

52.223-21, Foams (42 U.S.C. 7671, ).(45) (May 2024) et seq.

52.223-23, Sustainable Products and Services (E.O. 14057, 7 U.S.C. 8102, 42 U.S.C. 6962, 42 U.S.C. 8259b, and 42 U.S.C. 7671l).(46) (May 2024)

(47)

52.224-3 Privacy Training (5 U.S.C. 552 a).(i) (Jan 2017)

Alternate I of 52.224-3.(ii) (Jan 2017)

(48)

52.225-1, Buy American-Supplies (41 U.S.C. chapter 83).(i) (Oct 2022)

Alternate I of 52.225-1.(ii) (Oct 2022)

(49)

52.225-3, Buy American-Free Trade Agreements-Israeli Trade Act (19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. (i) (NOV 2023) 4001 note, 19 U.S.C. chapter 29 (sections 4501-4732), Public Law 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.

Alternate I [Reserved].(ii)

Alternate II of 52.225-3.(iii) (Jan 2025)

Alternate III of 52.225-3.(iv) (Feb 2024)

Alternate IV (Oct 2022) of 52.225-3.(v)

52.225-5, Trade Agreements (19 U.S.C. 2501, ., 19 U.S.C. 3301 note).(50) (NOV 2023) et seq

52.225-13, Restrictions on Certain Foreign Purchases (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of (51) (Feb 2021) the Department of the Treasury).

52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense (52) Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).(53)

52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (42 U.S.C. 5150).(54) (Nov 2007)

52.226-8, Encouraging Contractor Policies to Ban Text Messaging While Driving (E.O. 13513).[x] (55) (May 2024)

52.229-12, Tax on Certain Foreign Procurements .(56) (Feb 2021)

52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (41 U.S.C. 4505, 10 U.S.C. 3805).(57) (Nov 2021)

52.232-30, Installment Payments for Commercial Products and Commercial Services (41 U.S.C. 4505, 10 U.S.C. 3805).(58) (Nov 2021)

52.232-33, Payment by Electronic Funds Transfer-System for Award Management (31 U.S.C. 3332).[x] (59) (Oct2018)

52.232-34, Payment by Electronic Funds Transfer-Other than System for Award Management (Jul 2013) (31 U.S.C. 3332).(60)

52.232-36, Payment by Third Party (31 U.S.C. 3332).(61) (May 2014)

52.239-1, Privacy or Security Safeguards (5 U.S.C. 552a).(62) (Aug 1996)

52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities (63) (Nov 2024) (Sections 1821-1826, Pub. L. 118-31, 41 U.S.C. 3901 note prec.).

52.242-5, Payments to Small Business Subcontractors (15 U.S.C. 637(d)(13)).(64) (Jan 2017)

(65)

52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (46 U.S.C. 55305 and 10 U.S.C. 2631).(i) (Nov 2021)

Alternate I of 52.247-64.(ii) (Apr 2003)

Alternate II of 52.247-64.(iii) (Nov 2021)

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

[x] (1) 52.222-41, Service Contract Labor Standards (Aug 2018) (41 U.S.C. chapter67).

52.222-42, Statement of Equivalent Rates for Federal Hires (29 U.S.C. 206 and 41 U.S.C. chapter 67).(2) (May 2014)

52.222-43, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (29 U.S.C. 206 (3) (Aug 2018) and 41 U.S.C. chapter 67).

52.222-44, Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (May 2014) ( 29U.S.C.206 and 41 U.S.C. chapter 67).(4)

52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-(5) Requirements (May 2014) (41 U.S.C. chapter 67).

52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (6) (May 2014) (41 U.S.C. chapter 67).

52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 .(7) (Jan 2022)

52.222-62, Paid Sick Leave Under Executive Order 13706 (E.O. 13706).[x] (8) (Jan 2022)

52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (Jun 2020) (42 U.S.C. 1792).(9)

52.247-69, Reporting Requirement for U.S.-Flag Air Carriers Regarding Training to Prevent Human Trafficking (49 U.S.C. 40118(g)).(10) (Jan 2025)

. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than (d) Comptroller General Examination of Record sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records-Negotiation.

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

The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until (2) 3 years after final payment under this contract or for any shorter period specified in FAR subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

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

(e)

Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, (1) other than those in this paragraph (e)(1), in a subcontract for commercial products or commercial services. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause-

52.203-13, Contractor Code of Business Ethics and Conduct (41 U.S.C. 3509).(i) (Nov 2021)

52.203-17, Contractor Employee Whistleblower Rights (41 U.S.C. 4712).(ii) (Nov 2023)

52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the (iii) Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (Section (iv) (Dec 2023) 1634 of Pub. L. 115-91).

52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (Section 889(a)(1)(A) of Pub. (v) (Nov 2021) L. 115-232).

52.204-27, Prohibition on a ByteDance Covered Application (Section 102 of Division R of Pub. L. 117-328).(vi) (Jun 2023)

(vii)

52.204-30, Federal Acquisition Supply Chain Security Act Orders-Prohibition. (Pub. L. 115-390, title II).(A) (Dec 2023)

Alternate I of 52.204-30.(B) (Dec 2023)

52.219-8, Utilization of Small Business Concerns (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If (viii) ( )Jan 2025 the subcontract (except subcontracts to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

52.222-21, Prohibition of Segregated Facilities .[x] (ix) (Apr 2015)

52.222-26, Equal Opportunity (E.O.11246).[x] (x) (Sep 2016)

52.222-35, Equal Opportunity for Veterans (38 U.S.C. 4212).(xi) (Jun 2020)

52.222-36, Equal Opportunity for Workers with Disabilities (29 U.S.C. 793).(xii) (Jun 2020)

[x] (xiii) 52.222-37, Employment Reports on Veterans (38 U.S.C. 4212).(Jun 2020)

52.222-40, Notification of Employee Rights Under the National Labor Relations Act (E.O. 13496). Flow down required in accordance with (xiv) (Dec 2010) paragraph (f) of FAR clause 52.222-40.

52.222-41, Service Contract Labor Standards (41 U.S.C. chapter 67).[x] (xv) (Aug 2018)

(xvi)

52.222-50, Combating Trafficking in Persons (22 U.S.C. chapter 78 and E.O 13627).[x] (A) (Nov 2021)

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

52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-(xvii) Requirements (May 2014) (41 U.S.C. chapter 67).

52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements (xviii) (May 2014) (41 U.S.C. chapter 67).

(xix) 52.222-54, Employment Eligibility Verification (E.O. 12989).(Jan 2025)

52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 .[x] (xx) (Jan 2022)

52.222-62, Paid Sick Leave Under Executive Order 13706 (E.O. 13706).[x] (xxi) (Jan 2022)

(xxii)

52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).(A)

Alternate I of 52.224-3.(B) (Jan 2017)

52.225-26, Contractors Performing Private Security Functions Outside the United States (Section 862, as amended, of the National Defense (xxiii) (Oct 2016) Authorization Act for Fiscal Year 2008; 10 U.S.C. Subtitle A, Part V, Subpart G Note).

52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (42 U.S.C. 1792). Flow down required in accordance with paragraph (e) of (xxiv) (Jun 2020) FAR clause 52.226-6.

52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) (31 U.S.C. 3903 and 10 U.S.C. 3801). Flow down required in (xxv) accordance with paragraph (c) of 52.232-40.

52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities (xxvi) (Nov 2024) (Sections 1821-1826, Pub. L. 118-31, 41 U.S.C. 3901 note prec.).

52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (46 U.S.C. 55305 and 10 U.S.C. 2631). Flow down required in (xxvii) (Nov 2021) accordance with paragraph (d) of FAR clause 52.247-64.

While not required, the Contractor may include in its subcontracts for commercial products and commercial services a minimal number of additional clauses (2) necessary to satisfy its contractual obligations.

(End of clause)

52.222-42 Statement of Equivalent Rates for Federal Hires. (May 2014)

Statement of Equivalent Rates for Federal Hires (May 2014)

In compliance with the Service Contract Labor Standards statute and the regulations of the Secretary of Labor ( ), this clause identifies the classes of 29 CFR Part 4 service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C.5341 or 5 332.

This Statement is for Information Only: It is not a Wage Determination

Employee Class Monetary Wage-Fringe Benefits

Heating, Ventilation, and Air-Conditioning Mechanic/23410/WG-10 $29.81/43.3%

(End of clause)

52.252-2 Clauses Incorporated by Reference. (Feb 1998)

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):

____ ____ ____[Insert one or more Internet addresses]

(End of clause)

52.252-4 Alterations in Contract. (Apr 1984)

Alterations in Contract (Apr 1984)

Portions of this contract are altered as follows:

(End of clause)

List of Attachments Attachment 1: Statement of Work

Attachment 2: Wage Determination 2015-5253 Rev. 27

Representations, Certification, & Other Statements

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment.

Nov 2021

52.204-26 Covered Telecommunications Equipment or Services-Representation. Oct 2020 52.209-2 Prohibition on Contracting with Inverted Domestic Corporations-Representation. Nov 2015

52.225-25 Prohibition on Contracting With Entities Engaging in Certain Activities or Transactions Relating to Iran-Representation and Certifications.

Jun 2020

DFARS Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

252.203-7005 Representation Relating to Compensation of Former DoD Officials. Sep 2022 252.204-7008 Compliance with Safeguarding Covered Defense Information Controls. Oct 2016 252.204-7016 Covered Defense Telecommunications Equipment or Services-Representation. Dec 2019

252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services- Representation.

May 2021

252.225-7055 Representation Regarding Business Operations with the Maduro Regime. May 2022 252.225-7059 Prohibition on Certain Procurements from the Xinjiang Uyghur Autonomous Region-Representation. Jun 2023

FAR Clauses Incorporated by Full Text

52.204-29 Federal Acquisition Supply Chain Security Act Orders-Representation and Disclosures. (Dec 2023)

Federal Acquisition Supply Chain Security Act Orders-Representation and Disclosures (Dec 2023)

(a) Definitions. As used in this provision, Covered article, FASCSA order, Intelligence community, National security system, Reasonable inquiry, Sensitive compartmented information, Sensitive compartmented information system, and Source have the meaning provided in the clause 52.204-30, Federal Acquisition Supply Chain Security Act Orders-Prohibition.

(b) Prohibition. Contractors are prohibited from providing or using as part of the performance of the contract any covered article, or any products or services produced or provided by a source, if the prohibition is set out in an applicable Federal Acquisition Supply Chain Security Act (FASCSA) order, as described in paragraph (b)(1) of FAR 52.204-30, Federal Acquisition Supply Chain Security Act Orders-Prohibition.

(c) Procedures.

(1) The Offeror shall search for the phrase "FASCSA order" in the System for Award Management (SAM)( https://www.sam.gov) for any covered article, or any products or services produced or provided by a source, if there is an applicable FASCSA order described in paragraph (b)(1) of FAR 52.204-30, Federal Acquisition Supply Chain Security Act Orders-Prohibition.

(2) The Offeror shall review the solicitation for any FASCSA orders that are not in SAM, but are effective and do apply to the solicitation and resultant contract (see FAR 4.2303(c)(2)).

(3) FASCSA orders issued after the date of solicitation do not apply unless added by an amendment to the solicitation.

(d) Representation. By submission of this offer, the offeror represents that it has conducted a reasonable inquiry, and that the offeror does not propose to provide or use in response to this solicitation any covered article, or any products or services produced or provided by a source, if the covered article or the source is prohibited by an applicable FASCSA order in effect on the date the solicitation was issued, except as waived by the solicitation, or as disclosed in paragraph (e).

(e) Disclosures. The purpose for this disclosure is so the Government may decide whether to issue a waiver. For any covered article, or any products or services produced or provided by a source, if the covered article or the source is subject to an applicable FASCSA order, and the Offeror is unable to represent compliance, then the Offeror shall provide the following information as part of the offer:

(1) Name of the product or service provided to the Government;

(2) Name of the covered article or source subject to a FASCSA order;

(3) If applicable, name of the vendor, including the Commercial and Government Entity code and unique entity identifier (if known), that supplied the covered article or the product or service to the Offeror;

(4) Brand;

(5) Model number (original equipment manufacturer number, manufacturer part number, or wholesaler number);

(6) Item description;

(7) Reason why the applicable covered article or the product or service is being provided or used;

(f) Executive agency review of disclosures. The contracting officer will review disclosures provided in paragraph (e) to determine if any waiver may be sought. A contracting officer may choose not to pursue a waiver for covered articles or sources otherwise subject to a FASCSA order and may instead make an award to an offeror that does not require a waiver.

(End of provision)

52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law.

(Feb 2016)

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 into 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 made a determination 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)

52.212-3 Offeror Representations and Certifications-Commercial Products and Commercial Services. (DEVIATION 2025-O0003 and 2025-O0004) (May 2024) Deviation 2025-O0004 (Mar 2025)

Offeror Representations and Certifications-Commercial Products and Commercial Services (MAR 2025) (DEVIATION 2025-O0003 and 2025-O0004)

(a) Definitions. As used in this provision-

Covered telecommunications equipment or services has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Economically disadvantaged women-owned small business (EDWOSB) concern means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127, and the concern is certified by SBA or an approved third-party certifier in accordance with 13 CFR 127.300. It automatically qualifies as a women-owned small business eligible under the WOSB Program.

Forced or indentured child labor means all work or service-

(1) Exacted from any person under the age of 18 under the menace of any penalty for its nonperformance and for which the worker does not offer himself voluntarily; or

(2) Performed by any person under the age of 18 pursuant to a contract the enforcement of which can be accomplished by process or penalties.

Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

Immediate owner means an entity, other than the offeror, that has direct control of the offeror. Indicators of control include, but are not limited to, one or more of the following: ownership or interlocking management, identity of interests among family members, shared facilities and equipment, and the common use of employees.

Inverted domestic corporation, means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

Manufactured end product means any end product in product and service codes (PSCs) 1000-9999, except-

(1) PSC 5510, Lumber and Related Basic Wood Materials;

(2) Product or Service Group (PSG) 87, Agricultural Supplies;

(3) PSG 88, Live Animals;

(4) PSG 89, Subsistence;

(5) PSC 9410, Crude Grades of Plant Materials;

(6) PSC 9430, Miscellaneous Crude Animal Products, Inedible;

(7) PSC 9440, Miscellaneous Crude Agricultural and Forestry Products;

(8) PSC 9610, Ores;

(9) PSC 9620, Minerals, Natural and Synthetic; and

(10) PSC 9630, Additive Metal Materials.

Place of manufacture means the place where an end product is assembled out of components, or otherwise made or processed from raw materials into the finished product that is to be provided to the Government. If a product is disassembled and reassembled, the place of reassembly is not the place of manufacture.

Predecessor means an entity that is replaced by a successor and includes any predecessors of the predecessor.

Reasonable inquiry has the meaning provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment.

Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate-

(1) Are conducted under contract directly and exclusively with the regional government of southern Sudan;

(2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization;

(3) Consist of providing goods or services to marginalized populations of Sudan;

(4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization;

(5) Consist of providing goods or services that are used only to promote health or education; or

(6) Have been voluntarily suspended."Sensitive technology"-

Sensitive technology-

(1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically-

(i) To restrict the free flow of unbiased information in Iran; or

(ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and

(2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3)of the International Emergency Economic Powers Act (50 U.S.C. 1702(b)(3)).

Service-disabled veteran-owned small business (SDVOSB) concern means a small business concern-

(1)

(i) Not less than 51 percent of which is owned and controlled by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran; or

(2) A small business concern eligible under the SDVOSB Program in accordance with 13 CFR part 128 (see subpart 19.14).

(3) Service-disabled veteran, as used in this definition, means a veteran as defined in 38 U.S.C. 101(2), with a disability that is service connected, as defined in 38 U.S.C. 101(16), and who is registered in the Beneficiary Identification and Records Locator Subsystem, or successor system that is maintained by the Department of Veterans Affairs' Veterans Benefits Administration, as a service-disabled veteran.

Service-disabled veteran-owned small business (SDVOSB) concern eligible under the SDVOSB Program means an SDVOSB concern that-

(1) Effective January 1, 2024, is designated in the System for Award Management (SAM) as certified by the Small Business Administration (SBA) in accordance with 13 CFR 128.300; or

(2) Has represented that it is an SDVOSB concern in SAM and submitted a complete application for certification to SBA on or before December 31, 2023.

Service-disabled veteran-owned small business (SDVOSB) Program means a program that authorizes contracting officers to limit competition, including award on a sole-source basis, to SDVOSB concerns eligible under the SDVOSB Program.

Small business concern-

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and size standards in this solicitation.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others.