RFQ K9-Transportation 47QSWC24K0118.pdf

GENERAL SERVICES ADMINISTRATION (GSA)

Federal Acquisition Services (FAS)

GSS Special and Assisted Contracting Large Special Order Program (SOP)

REQUEST FOR QUOTATION (RFQ)

K9 Transportation Vehicles built on F350 chassis On Behalf of

U.S. Army Tactical Army Command (TACOM) Security Management Directorate (SAMD) Detroit Arsenal, MI

Letter of Offer and Acceptance (LOA) EL-B-AAH, Syria

Acquisition PIID #47QSWC24K0066

Sol PIID #47QSWC24Q0118

***NOTE: This procurement is a Brand Name acquisition. ***

SECTION A: SOLICITATION/CONTRACT FORM

1. This Request for Quote (RFQ) has been prepared in accordance with FAR Part 13, Simplified Acquisition Procedures and FAR Part 12, Acquisition of Commercial Products and Commercial Services. 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. This RFQ will create a firm-fixed price (FFP), single-award, one-time purchase order for the procurement of four (4) K9- Transportation Vehicles utilizing the Ford Motor Co F350 chassis. In accordance with (IAW) FAR 12.204, the Standard Form 1449 (SF-1449) shall be used as the solicitation/contract form. The Quoter shall submit the SF-1449 (Attachment 1) with blocks 12, 17a and b, and 30a through c completed with an authorized signature.

2. This solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular 2024-03 effective 02/23/2024. The provisions and clauses referenced in this solicitation may be reviewed/obtained in full text form at https://www.acquisition.gov/browse/index/far.

3. This RFQ has not been set-aside for small businesses. The -North American

Industry Classification System (NAICS) code for this requirement is 336110 “Automobile and Light Truck Vehicle Manufacturing”. The size Standard is https://www.acquisition.gov/browse/index/far

1,500 employees. FSC is 2540 “Vehicular Furniture and Accessories”.

4. Quoter shall submit a firm-fixed pricing quote and must be able to provide the required K-9 Vehicle customized to the specifications listed in the attached Technical Compliance Matrix (Attachment 3). All pricing must be listed on SF1449 (Attachment 1) and the Pricing Worksheet (Attachment 2) of this

RFQ.

5. In order for GSA to make a fair and reasonable price determination, additional market research may be conducted. The Contracting Officer may also request Quoter to submit any available pricing data and/or relevant sales/invoice history to further substantiate the price reasonableness of the quote submitted to the Government.

6. This is ONLY a request for quote. A contract will be issued pursuant to the evaluation of the quotations received. DO NOT SHIP based upon the posting of this RFQ.

7. STANDARD COMMERCIAL WARRANTY REQUIREMENT. The Government is requiring all items in the contract have a Standard Commercial Warranty.

8. ALL QUOTES AND ALL SUPPORTING DOCUMENTATION SHALL BE

SUBMITTED BY EMAIL TO jack.brothers@gsa.gov AND ARE DUE ON OR BEFORE 4:00 PM CT, November 15, 2024.

When responding to this RFQ, complete the entire package along with the supplemental documentation and submit your quote package as an attachment to your RFQ response. No other forms of submission will be accepted. Each quote must be received by the closing date and time.

Quotations received after this time will be deemed late and shall not be considered for award.

FAILURE TO PROVIDE ALL OF THE REQUIRED SUBMITTAL

INFORMATION LISTED IN SECTION L (INSTRUCTIONS, CONDITIONS,

AND NOTICES TO OFFERORS OR RESPONDENTS) MAY RESULT IN

YOUR QUOTE NO LONGER BEING EVALUATED OR CONSIDERED FOR

AWARD.

SECTION B: SUPPLIES OR SERVICES

Please fill out the below completely and return with your quote:

*USE THE ATTACHED PRICING SPREADSHEET (ATTACHMENT 2) TO SUBMIT

QUOTED PRICES*

Please complete the highlighted fields in “blue” and return with your quote:

Company’s Name:

Unique Entity ID (UEI) Number:

Quoter’s Point of Contact (POC) Name, Email and Phone Number:

Quoted Delivery Days After Receipt of Order (ARO):

Original Equipment Manufacturer:

Country of Origin:

QUOTER MUST COMPLETE THESE STATEMENTS:

I do ☐ or ☐ do not take any exceptions to the RFQ provisions, clauses, PWS/SOW, or other information.

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

therefore, exceptions to the RFQ may eliminate a quoter from receiving any further consideration.

☐ I acknowledge receipt of all RFQ amendments.

To be awarded a contract and to submit invoices, your company will first need to register in GSA ASSIST, which is an online, web-based purchase order system designed to facilitate the development of delivery and purchase orders within FAS programs, to include submission of invoices and payment. Process includes:

1. Registering your company’s SAM’s Unique Entity ID

2. Registering your company in the ASSIST Order Writing.

To register, please visit: https://assist.gsa.gov/public/login. If you have any questions or need technical assistance, please call the GSA ASSIST Service Desk at: Phone: (877) 472-4877, Monday - Friday (8AM - 8PM EST).

I have registered in GSA ASSIST. Registered Name and Email Address:

https://assist.gsa.gov/public/login

X_______________________________________ Signature Date

SECTION C: DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

F350 K9 TRANSPORTATION TRUCK

THE F350 K9 TRANSPORTATION TRUCK SHALL BE PROVIDED WITH ALL

NEW PARTS, THE MANUFACTURER’S STANDARD EQUIPMENT, AND THE

FOLLOWING MINIMUM EQUIPMENT AND CAPABILITIES:

1. CONFIGURATION

1.1. The chassis shall be a 4x4, diesel fueled, Ford F350.

1.2. 4 door crew cab

1.3. Left-hand drive

1.4. Automatic transmission

1.5. The vehicle shall be a 2024 model year or later with no more than 100 miles (161

km) on the odometer.

1.6. White color

1.7. One integrated K9 transport enclosure at least six dogs shall be provided.

1.8. Corrosion protection (Carwell or similar) required if delivery includes any sea travel

2. EQUIPMENT

2.1. The vehicle shall be provided with all standard equipment and the options specified herein.

2.2. Air conditioning

2.3. An ABC type fire extinguisher, minimum 2.2 pound (1.0 kg) capacity, with mounting bracket shall be provided.

2.4. The vehicle shall be provided with a basic safety pack to include at least a first aid kit, three red warning triangles, tow rope and a portable, handheld flashlight.

2.5. The vehicle shall be provided with a portable 12 volt air compressor kit for tire inflation to include pump, hose, and fittings.

2.6. The vehicle shall be provided with storage container or bag to secure the basic safety pack and portable 12 volt air compressor kit.

2.7. Front tow hooks for vehicle recovery

2.8. Electronic locking rear axle

2.9. Dual battery

2.10. Skid plates covering transfer case at a minimum

2.11. Floor mats

2.12. Spare wheel assembly with jack

2.13. Brushguard with front light protectors

2.14. One jerry can for fuel and one jerry can for potable water. Each labeled in English.

2.15. Front-mounted, minimum 3,000 lb (1,361 kg) first line pull electric winch for self-recovery

2.16. Vehicle owners, maintenance, and parts manual(s) shall be provided and shall be in English language.

3. ENGINE

3.1. The vehicle shall have a diesel engine approved for Tunisia.

4. ELECTRICAL SYSTEM

4.1. An LED pillar mounted, rotatable searchlight and a roof mounted, 360 degree rotatable searchlight shall be provided.

4.2. Dual, flashing, emergency lights (or light bar) shall be provided, mounted to the roof of the vehicle.

4.3. A siren and Public Address (PA) system shall be provided.

4.3.1. The siren output shall be 100 Watts minimum

5. K9 TRANSPORT ENCLOSURE

5.1. The K9 transport enclosure shall be built out of aluminum and stainless steel.

5.2. The K9 transport enclosure shall have insulation on the roof, floor, and walls.

5.3. The K9 transport enclosure shall at minimum shall have six separate compartments that can accommodate a German shepherd dog weighing 95 pounds (43.1 kg) each and having a height at shoulders of 26 inches (660 mm).

5.4. Each dog compartment shall have a floor drain to make clean out easier.

5.5. Each dog compartment shall have a heavy-duty rubber floor mat.

5.6. Each dog compartment shall have a light.

5.7. All doors shall be ventilated.

5.8. At least one exhaust fan shall be provided.

5.9. A storage compartment(s) shall be provided for luggage and animal control equipment. These compartment(s) shall be at least 25 cubic feet.

5.10. Roof rack shall be provided.

5.11. The K9 unit shall be provided with a minimum 10,000 BTU cooling and 8,000 BTU heating unit that is ducted into each individual dog compartment. Controls for the system shall be located inside of the cab.

5.12. A temperature monitoring system for the dog compartment interior with alarm shall be provided.

6. RADIO FREQUENCY IDENTIFICATION (RFID) TAGS

6.1. Each vehicle or item and associated lot of spares shall be tagged with a removable active RFID data rich tracking tag, specifically designated as either:

6.1.1. Identec I-Q310 DRT

6.1.2. Savi ST-654-031

6.1.3. Evigia EV3-DRT

6.2. The active RFID tag shall have at least 128 Kbytes of memory.

6.3. The active RFID tag shall be compliant with ISO 18000/7 standards.

6.4. The tag shall be located on the exterior front of the vehicle and for the spares the tag shall be located on the pallet or container.

6.5. The tag shall be securely affixed to the vehicle or item and associated lot of spares with two or more plastic cable ties.

6.6. The tag data and electronic data field format shall be in accordance with specifications established by Joint Total Asset Visibility (JTAV) version 2.0, section

3.4.1 “Commodity Item Database Format” with the following clarifications:

6.6.1. The “document field” titled “DOCUMENT” shall be the document number

(e.g. “milstrip”) as specified by the Government procuring agency.

6.6.2. The “MISC1” field shall be the item serial number, if available.

The “MISC2” field shall be used for user comments (e.g. contract number).

SECTION D: PACKAGING AND MARKING

Preparation for Delivery: The item(s) shall be packaged and packed to afford adequate protection against physical damage during shipment from the supplier to the first receiving activity. The pack shall comply with the rules and regulations applicable to the mode of transportation. The package shall be the same as that normally provided by the supplier.

Ready for Shipment: Whenever components are ready to ship, the following documentation shall be uploaded via the Collaboration tool in ASSIST:

- Shipper, shipment tracking number, estimated delivery date

- Purchase Invoice (.pdf)

- Packing List (.pdf)

See GSAM Clause 552.211-75 and 552.211-77

SECTION E: INSPECTION AND ACCEPTANCE

52.246-2 INSPECTION OF SUPPLIES—FIXED-PRICE (AUG 1996)

(a) Definition. “Supplies,” as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, and lots of supplies.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering supplies under this contract and shall tender to the Government for acceptance only supplies that have been inspected in accordance with the inspection system and have been found by the Contractor to be in conformity with contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to the Government during contract performance and for as long afterwards as the contract requires. The Government may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the contract.

(c) The Government has the right to inspect and test all supplies called for by the contract, to the extent practicable, at all places and times, including the period of manufacture, and in any event before acceptance. The Government shall perform inspections and tests in a manner that will not unduly delay the work. The Government assumes no contractual obligation to perform any inspection and test for the benefit of the Contractor unless specifically set forth elsewhere in this contract.

(d) If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the contract, the Government shall bear the expense of Government inspections or tests made at other than the Contractor’s or subcontractor’s premises; provided, that in case of rejection, the Government shall not be liable for any reduction in the value of inspection or test samples.

(e)(1) When supplies are not ready at the time specified by the Contractor for inspection or test, the Contracting Officer may charge to the Contractor the additional cost of inspection or test.

(2) The Contracting Officer may also charge the Contractor for any additional cost of inspection or test when prior rejection makes reinspection or retest necessary.

(f) The Government has the right either to reject or to require correction of nonconforming supplies. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with contract requirements. The Government may reject nonconforming supplies with or without disposition instructions.

(g) The Contractor shall remove supplies rejected or required to be corrected.

However, the Contracting Officer may require or permit correction in place, promptly after notice, by and at the expense of the Contractor. The Contractor shall not tender for acceptance corrected or rejected supplies without disclosing the former rejection or requirement for correction, and, when required, shall disclose the corrective action taken.

(h) If the Contractor fails to promptly remove, replace, or correct rejected supplies that are required to be removed or to be replaced or corrected, the Government may either

(1) by contract or otherwise, remove, replace, or correct the supplies and charge the cost to the Contractor or (2) terminate the contract for default. Unless the Contractor corrects or replaces the supplies within the delivery schedule, the Contracting Officer may require their delivery and make an equitable price reduction. Failure to agree to a price reduction shall be a dispute.

(i)(1) If this contract provides for the performance of Government quality assurance at source, and if requested by the Government, the Contractor shall furnish advance notification of the time—

(i) When Contractor inspection or tests will be performed in accordance with the terms and conditions of the contract; and

(ii) When the supplies will be ready for Government inspection.

(2) The Government’s request shall specify the period and method of the advance notification and the Government representative to whom it shall be furnished. Requests shall not require more than 2 workdays of advance notification if the Government representative is in residence in the Contractor’s plant, nor more than 7 workdays in other instances.

(j) The Government shall accept or reject supplies as promptly as practicable after delivery, unless otherwise provided in the contract. Government failure to inspect and accept or reject the supplies shall not relieve the Contractor from responsibility, nor impose liability on the Government, for nonconforming supplies.

(k) Inspections and tests by the Government do not relieve the Contractor of responsibility for defects or other failures to meet contract requirements discovered before acceptance. Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise provided in the contract.

(l) If acceptance is not conclusive for any of the reasons in paragraph (k) hereof, the Government, in addition to any other rights and remedies provided by law, or under other provisions of this contract, shall have the right to require the Contractor (1) at no increase in contract price, to correct or replace the defective or nonconforming supplies at the original point of delivery or at the Contractor’s plant at the Contracting Officer’s election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and the Contracting Officer; provided, that the Contracting Officer may require a reduction in contract price if the Contractor fails to meet such delivery schedule, or (2) within a reasonable time after receipt by the Contractor of notice of defects or nonconformance, to repay such portion of the contract as is equitable under the circumstances if the Contracting Officer elects not to require correction or replacement. When supplies are returned to the Contractor, the Contractor shall bear the transportation cost from the original point of delivery to the Contractor’s plant and return to the original point when that point is not the Contractor’s plant. If the Contractor fails to perform or act as required in paragraph (l)(1) or (l)(2) of this clause and does not cure such failure within a period of 10 days (or such longer period as the Contracting Officer may authorize in writing) after receipt of notice from the Contracting Officer specifying such failure, the Government shall have the right by contract or otherwise to replace or correct such supplies and charge to the Contractor the cost occasioned the Government thereby.

(End of clause)

52.246-16 RESPONSIBILITY OF SUPPLIES (APR 1984)

(a) Title to supplies furnished under this contract shall pass to the Government upon formal acceptance, regardless of when or where the Government takes physical possession, unless the contract specifically provides for earlier passage of title.

(b) Unless the contract specifically provides otherwise, risk of loss of or damage to supplies 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) Acceptance by the Government or delivery of the supplies to the Government at the destination specified in the contract, whichever is later, if transportation is f.o.b. destination.

(c) Paragraph (b) of this clause shall not apply to supplies that so fail to conform to contract requirements as to give a right of rejection. The risk of loss of or damage to such nonconforming supplies remains with the Contractor until cure or acceptance. After cure or acceptance, paragraph (b) of this clause shall apply.

(d) Under paragraph (b) of this clause, the Contractor shall not be liable for loss of or damage to supplies caused by the negligence of officers, agents, or employees of the Government acting within the scope of their employment.

(End of clause)

552.246-78 INSPECTION AT DESTINATION (JUL 2009)

Inspection of all purchases under this contract will be made at destination by an authorized Government representative.

(End of clause)

SECTION F: DELIVERIES OR PERFORMANCE

Delivery Terms: FOB Origin with vendor arranging shipping through the 1611 form (Attachment 4). The Government is seeking delivery 240 days after receipt of order (ARO). Contractors are encouraged to provide their best delivery terms.

The Contractor shall coordinate delivery of all items with the designated Client POC for consolidation, storage, and shipping. The Contractor shall notify the Client POC when equipment is shipped from either the Manufacturer’s facility or the Contractor’s facility.

The Contractor must notify the POC prior to delivery if special material handling equipment (MHE) is required to offload the equipment once it arrives at the Client’s facility.

Shipping and Handling Terms: F.O.B. Origin However vendor will be required to arrange shipment through GSA Transportation through the 1611 process. A virtual or in person inspection will be conducted prior to the vehicles being shipped OCONUS and acceptance will occur at origin after a satisfactory inspection.

The ultimate delivery address is:

Mark For: BTUB00 MINISTERE DE LA DEFENSE NATIONALE

ARMEE DE L AIR TUNISIENNE BASE

AERIENNE SIDI AHMED

BIZERTE,TUNISIE

DMT@DEFENSE.TN

Phone 43 216 71 76 1815

52.247-304 F.O.B ORIGIN (FEB 2006)

(a) The term "f.o.b. origin, contractor’s facility," as used in this clause, means free of expense to the Government delivered on board the indicated type of conveyance of the carrier (or of the Government, if specified) at the designated facility, on the named street or highway, in the city, county, and State from which the shipment will be made.

(b) The Contractor shall-

(1)(i) Pack and mark the shipment to comply with contract specifications; or

(ii) In the absence of specifications, prepare the shipment in conformance with carrier requirements to protect the goods and to ensure assessment of the lowest applicable transportation charge;

(2) (i) Order specified carrier equipment when requested by the Government; or

(ii) If not specified, order appropriate carrier equipment not in excess of capacity to accommodate shipment;

(3) Deliver the shipment in good order and condition to the carrier, and load, stow, trim, block, and/or brace carload or truckload shipment (when loaded by the Contractor) on or in the carrier’s conveyance as required by carrier rules and regulations;

(4) Be responsible for any loss of and/or damage to the goods-

(i) Occurring before delivery to the carrier;

(ii) Resulting from improper packing and marking; or

(iii) Resulting from improper loading, stowing, trimming, blocking, and/or bracing of the shipment, if loaded by the Contractor on or in the carrier’s conveyance;

(5) Complete the Government bill of lading supplied by the ordering agency or, when a Government bill of lading is not supplied, prepare a commercial bill of lading or other transportation receipt. The bill of lading shall show-

(i) A description of the shipment in terms of the governing freight classification or tariff (or Government rate tender) under which lowest freight rates are applicable;

(ii) The seals affixed to the conveyance with their serial numbers or other identification;

(iii) Lengths and capacities of cars or trucks ordered and furnished;

(iv) Other pertinent information required to effect prompt delivery to the consignee, including name, delivery address, postal address and ZIP code of consignee, routing, etc.;

(v) Special instructions or annotations requested by the ordering agency for bills of lading; e.g.,"This shipment is the property of, and the freight charges paid to the carrier(s) will be reimbursed by, the Government"; and

(vi) The signature of the carrier’s agent and the date the shipment is received by the carrier; and

(6) Distribute the copies of the bill of lading, or other transportation receipts, as directed by the ordering agency.

(End of clause)

SECTION G: CONTRACT ADMINISTRATION DATA

GSA will be responsible for contract administration, including payment and close-out.

The GSA administrative point of contact is:

GSA Contracting Officer:

Jack Brothers GSA/FAS Southwest Supply Acquisition Center 819 Taylor Street Fort Worth, TX 76102 Phone: 817-850-8325 Email: jack.brothers@gsa.gov

SECTION H: SPECIAL CONTRACT REQUIREMENTS

Requirements for accessibility based on Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) are determined to not apply to this procurement.

Recycled, recovered, or environmentally preferable materials should be used to the maximum extent possible provided that the material meets or exceeds the operational and maintenance requirements and promotes economically advantageous lifecycle costs. The offeror/contractor is encouraged to use recovered, recycled, biobased, or environmentally preferable materials to the maximum extent practicable, in accordance with the Federal Acquisition Regulation (FAR) part 23.403. However, used, rebuilt, or refurbished items shall not be provided.

Green Product Program (GPP) is a mandatory Federal acquisition program that focuses on the purchase and use of environmentally preferable products and services. GPP requirements apply to all acquisitions using appropriated funds, including services and new requirements. FAR 23.404(b) applies and states that the GPP requires that 100% of EPA-designated product purchases (that are included in the CPP list) contain recovered materials, unless the item cannot be acquired competitively within a reasonable timeframe, meeting appropriate performance standards, or at a reasonable price. The prime contractor is responsible for ensuring that all subcontractors comply with this requirement, SECTION I: CONTRACT CLAUSES

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

www.acquisition.gov

CLAUSES INCORPORATED BY REFERENCE

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)

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS

(NOV 2021)

52.215-8 ORDER OF PRECEDENCE—UNIFORM CONTRACT FORMAT (OCT 1997)

552.211-75 PRESERVATION, PACKAGING, AND PACKING (FEB 1996)

552.211-77 PACKING LIST (FEB 1996)

52.212-4 CONTRACT TERMS AND CONDITIONS— COMMERCIAL PRODUCTS AND COMMERCIAL

SERVICES (NOV 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance http://www.acquisition.gov/ 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.

http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://acquisition.gov/far/part-52#FAR_52_233_1 https://acquisition.gov/far/part-52#FAR_52_202_1

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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

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

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

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

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

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

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

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

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

https://acquisition.gov/far/part-52#FAR_52_232_33 https://acquisition.gov/far/part-52#FAR_52_232_34 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

(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 https://acquisition.gov/far/part-52#FAR_52_212_5

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.

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(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, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

https://acquisition.gov/far/part-52#FAR_52_212_5 https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

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

(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS-COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (MAY 2024)

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

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

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

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

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

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

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

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

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

[Contracting Officer check as appropriate.]

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

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

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

☐ (4) 52.203-17, Contractor Employee Whistleblower Rights (Nov 2023) ( 41 U.S.C.

4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

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

☐ (6) [Reserved].

☐ (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L.

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

☐ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery

Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

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

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☐ (10) 52.204–28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts.

(Dec 2023) ( Pub. L. 115–390, title II).

☒(11) (i) 52.204–30, Federal Acquisition Supply Chain Security Act Orders— Prohibition. (Dec 2023) ( Pub. L. 115–390, title II).

__ (ii) Alternate I (Dec 2023) of 52.204–30.

☒(12) 52.209-6, Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) ( 31 U.S.C. 6101 note).

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

☐ (14) [Reserved].

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

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

☐ (17) [Reserved]

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

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

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

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

☐ (20) 52.219-8, Utilization of Small Business Concerns (FEB 2024) ( 15 U.S.C. 637(d)(2) and (3)).

☐ (21) (i) 52.219-9, Small Business Subcontracting Plan (SEP 2023) ( 15 U.S.C. 637(d)(4)).

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

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

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

☐ (v) Alternate IV (SEP 2023) of 52.219-9.

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

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

☐ (23) 52.219-14, Limitations on Subcontracting (OCT 2022) ( 15 U.S.C. 637s).

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

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

☐ (26) (i) 52.219-28, Post Award Small Business Program Rerepresentation (FEB 2024)( 15 U.S.C. 632(a)(2)).

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

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

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

☐ (29) 52.219-32, Orders Issued Directly Under…