RFQ Package - Acquisition of AC Units.pdf

To: Prospective Quoter

Embassy of tile United States of America

Lima, Peru

February 24, 2026

Subject: RFQ l 9PE5026Q00 10 - AIR CONDITIONERS FOR F AP

The American Embassy, Lima Peru, is looking for the acquisition of wall-mounted inverter split ACs (SPLIT PARED INVERTER) 220V - 24,000, 18,000 and 12,000 BTU/Hand invites you to submit a quotation. The Request for Quotation (RFQ) consists of the following sections:

Section 1 - Standard Form SF-1449 and continuation sheet Section 2 - Description and Specifications Section 3 - Solicitation Provisions & Instructions to Offerors Section 4 - Quotation Information Section 5 - FAR Clauses, Certifications and Other Statements ofOfferors.

The U.S. Government intends to award a purchase order to the responsible company submitting an acceptable quotation at the lowest price, without holding discussions, although we may hold discussions with companies in the competitive range if there is a need to do so. The U.S.

Government may cancel this RFQ or any part of it.

For a proposal to be considered, you must complete and submit the following:

Section 1 - Standard Form SF-1449 in which the SF-1449 cover page (blocks 12, 17a, 19-24, and 30a, 30b, and 30c) has been filled out and continuation sheet (Pricing as detailed).

Section 4 - Provide information as requested under this Section.

Section 5 - Representations and Certifications and Other Statements of Offerors including proof of SAM Registration.

Offerors shall be registered in the SAM (System for Award Management) database at https://www.sam.gov prior to submittal of their offer/proposal as prescribed under FAR 4.1102. Failure to be registered at time of proposal submission may deem the offeror's proposal to be considered non-responsible and no further consideration will be given. Therefore, offerors are highly encouraged to register immediately if they are interested in submitting a response to this requirement.

Questions regarding this RFQ should be sent in English NL T February 27, 2026, by 11 :00 a.m. Answers to these questions will be advertised in the System for Award Management (SAM) and Lima Embassy Contracts Opportunities Section https://pe. usembassy.gov/reguest-for-guotations/

Your quotation must be submitted electronically to Patrick McElroy at mcelroyph@state.gov and copy t o Sara Dyer at dyersr@state.gov on or before 1100 hrs. on March 10, 2026 (local date and time). No q u o t a t i o n s w i l l b e a c c e p t e d a f t e r t h i s d a t e a n d t i m e . P r o p o s a l s m u s t b e i n E n g l i s h a n d i n c o m p l e t e p r o p o s a l s w i l l n o t b e c o n s i d e r e d for e v a I u a t i o n . It is important to make sure the submission is made in specific size and format, in MSWord 2007 /2010 or MS-Excel 2007 12010 or Adobe Acrobat (pdf) file format. The file size must not exceed 30MB. If the file size should exceed 30MB, the submission must be made in separate files and attached to separate emails with less than 30MB each.

Enclosure: As stated.

Sincerely, McElroy, Patrick (McElroyPH@state.gov) 'l..i

02/20/2026 16:58 GMT Q.:

Patrick McElroy Contracting Officer

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

1. REQUISITION NUMBER PAGE 1 OF24 pAGES

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

PR15781981

2. CONTRACT NO. 3. AWARD/ EFFECTIVE 4. ORDER NUMBER 5. SOLICITATION NUMBER 6.

DATE 19PE502600010

7. FOR SOLICITATION

a. NAME b. TELEPHONE NUMBER(No collect 8.

···--- • -•-· t'AI , .

Sara R Dyer calls)

SOLICITATION ISSUE

DATE

02/24/2026 OFFER

DUE DATE/ LOCAL TIME

03/10/2026 11:00 am

9. ISSUED BY CODE l PE500 10. THIS ACQUISITION IS [xi UNRESTRICTED OR □ SET ASIDE: __ % FOR:

AMERICAN EMBASSY LIMA □ SMALL BUSINESS □ WOMEN-OWNED SMALL BUSINESS

Av. Lima Polo cdra 2 sin, Monterrico. Surco, ATTN: □ HUBZONE SMALL □ (WOSB) ELLIGIBLE UNDER THE WOMEN-OWNED GSO/Procurement

BUSINESS SMALL BUSINESS PROGRAM NAICS:

Lima

□ SERVICE-DISABLED PERU □ EDWOSB □ EMERGING SMALL BUSINESS

VETERAN-OWNED DacA) SIZE STANDARD:

11. DELIVERY FOR FOB DESTINAT- 12. DISCOUNT TERMS 13a. THIS CONTRACT IS A 13b. RATING

TION UNLESS BLOCK IS RATED ORDER UNDER

MARKED DPAS (15 CFR 700) 14. METHOD OF SOLICITATION

� �c� □ ,co D eep

YnF11vFR TO CODE1 rn AnMINl!':TFRFn RY r.nnF I

AMERICAN EMBASSY LIMA AMERICAN EMBASSY LIMA

Av. LJma Polo edra 2 sin, Monterrico, Surco, Av. Luna Polo cdra 2 sin, Montemco, Surco, ATTN: GSO/Procurement

GSO/Warehouse Lima

Luna

PERU

PERU

17a. CONTRACTOR/ CODE I I FACILITY I 18a. PAYMENT WILL BE MADE BY CODE IOFFERER CODE AMERICAN EMBASSY LIMA Av. Lima Polo cdra 2 sin, Monterrico. Surco, ATTN·

GSO/Procurement

Lima

PERU

017b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN 18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

OFFER BELOW IS CHECKED OsEE ADDENDUM

19. 20. 21. 22. 23. 24.

ITEM NO. SCHEDULE OF SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1 Split pared inverter 24,000 BTU/H, 220V/1 F/60HZ 10 ea R41 QA, heat and cold feature

2 Split pared I inverter 18,000 BTU/H, l220V/1 F/60HZ, R410A, heat and 18 ea

!Cold feature .,, , __ Roy,--- i:an_,u,y-AH,.,..#.AA""ffi --1 �h- �< N---•,.~••

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt Use Only}

Ura.SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA �RE [lRE NOT ATTACHED

[17b.CONTRACTIPURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA � [lRE NOT ATTACHED

[] 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN_ COPIES □ 29. AWARD OF CONTRACT: REF. ______ OFFER DATED TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS ____ . YOUR OFFER ON SOLICITATION (BLOCK 5). INCLUDING ANY

SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type o, print) 30c. DATE SIGNED

ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN IS ACCEPTED AS

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31 b. NAME OF CONTRACTING OFFICER (Type or pnnt) 31c. DATE SIGNED

Split pared invaerter 12.000 BIU|H,22O VllFt60HZ. R410A, heat and cold feature

Pricing: The price shall include alldirect and indirect costs, overhead, general and administrative expenses, proft, shipping./delivery charges, insurance, taxes and local customa clearance expenses where applicable. Ouote mus include all other additional costs to the delivery address.

- Dehvery Irme' LJp to 30 calendar days afler ARO {Afler Recerot of Orde.)

J De|rvery AddTess USEI\4BASSY WAREHOUSE (VILLA E

SALVAD'OR) ALDEAS 3 -Coop. Las vertrentes Calle 8 vill El Salvador - Perll

- Warranty: Equipment shall have a one-year warranty aoainst manufacturino defects.

- Warranty service: O-n Site or Local represenlative offrce rn Peru.

- Paymenl lerms. Net 30 days upon satrstaclory rec€rpt of goods and receipt of an accurale invoice

- All quoles musl be valid for 60 days ftom the closing date for this solicitation

L l ea

AUTORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE computer Generated

STANDARD FORM 1149 Bw.oznotzt Prescdbed by GSA - FAR (48 CFR) 53.212

24ITEM NO.

32a. OUANTITY lN COLUMN 21 HAS BEEN

RECE]VED ACCEPTED, AND CONFORT,IS TO THE CONTRACT. EXCEPT AS NOTED:

32b SIGNATURE OF AUTHORIZED GOVERNII,iENT

REPRESENTATIVE

32d, PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING AODRESS OF AUTHORIZEO GOVERNIlIENT REPRESENTATIVE 32I, IELEPHONE NUMBER OF AWHORIZEO GOVERNMEM REMESENTAIIVE

329, E"MAIL OFAUTHORIZED GOVERNMENT REPRESEMATIVE

37. CI,IECK NUMBER

40, PAID BY

42e. AECEwEO B',t (tuiat)

42b. RECET\|EA Ar (L@hb,)

32c. DATE

34, VOL]CI]ER NIJMBER 35, AMOUNT VERIF EO

Tl "^^,",,-, ft "^"-,^,

39. S/RVOUCHER NO,

41b, SIGNATURE ANOTITLE OF CERTIFYING OFF]CER

42c. DAIE REC a lYY/MtuqDO) 42d, TOTALCONTAINERS

23.22.20.

t*s"e"rao !

3A- S/R ACCOUNT NO,

Section 2 - Description and Specifications

Product Description

• The vendor shall provide wall-mounted inverter split air conditioning units (Split Pared Inverter) designed for high efficiency and consistent temperature control using inverter technology.

• Units must be available in the following cooling capacities: 12,000, 18,000, and 24,000 BTU/h.

• All units must operate on 220V electrical power and be suitable for use in Lima, Peru, compatible with local electrical standards.

• Units must be new, unused, and current production models, suitable for residential or small commercial applications.

Key Features and Specifications

• Technology: DC inverter compressor technology for precise, quiet operation and energy efficiency.

• Refrigerant: R410A

• Capacity Range: 12,000, 18,000, and 24,000 BTU/h.

• Efficiency: Models should be rated between 16 SEER2 and 23 SEER2 for low energy consumption.

• Functionality: Units may be cooling-only or heat pump (heating/cooling) configurations.

• Design: Modern, sleek, and compact; preferred features include "Gold Fin" or "Blue Fin" coating for corrosion resistance and improved heat transfer.

• Extras: Units should include features such as Wi-Fi capability, turbo mode, 3D air flow, 24-hour timers, sleep mode, self-diagnosis, and smart home compatibility (e.g., Alexa).

• Operating Pressures: High-side pressures typically between 370–420 psi.

• Types: Preference for units using high-efficiency DC compressors (e.g., GMCC or equivalent).

• Warranty: Standard manufacturer’s warranty required.

• Peru-Based Service Representation: Equipment offered shall include local service, maintenance, and repair support within Peru. The Offeror shall provide the name, address, and telephone number of the authorized representative, dealer, or distributor located in Peru.

Additional Requirements

• Documentation: Vendor must provide technical datasheets or product brochures for each model quoted, demonstrating compliance with these requirements.

Delivery: US EMBASSY WAREHOUSE (VILLA EL SALVADOR) - ALDEAS 3 - Coop. Las Vertientes Calle 8, Villa El Salvador – Peru

• Quotation: Must specify unit price for each capacity, delivery time, and warranty terms.

• General Compliance: All products and services must comply with solicitation requirements and applicable U.S. Government procurement regulations, including those related to country of origin, marking, and warranty.

• Language and Currency: Offers must be submitted in English and priced in U.S.

dollars as specified in the solicitation.

SECTION 3 – SOLICITATION PROVISIONS / INSTRUCTIONS TO OFFERORS

52.212-1, Instructions to Offerors—Commercial Products and Commercial Services, in solicitations for commercial products and commercial services.

(DEVIATION – JAN 2026)

(a) Submission of offers. Submit signed and dated offers to the office specified in this solicitation at or before the exact time specified in this solicitation. As a minimum, offers shall include—

(1) The solicitation number;

(2) The name, address, telephone number of the Offeror;

(3) The Offeror’s Unique Entity Identifier (UEI) and, if applicable, Electronic Funds Transfer (EFT) indicator;

(4) Information necessary to evaluate the factors contained in the provision at 52.212-2 or as described in the solicitation;

(5) Responses to provisions that require Offeror completion of information, representations, and certifications (other than those collected via the System for Award

Management (SAM)); and

(6) A statement specifying the extent of agreement with all terms, conditions, and provisions included in the solicitation and any solicitation amendments.

(b) Period for acceptance of offers. The Offeror agrees to hold the prices in its offer firm for 60 calendar days from the date specified for receipt of offers, unless another time period is specified in an addendum to the solicitation.

(c) Late submissions, modifications, revisions, and withdrawals of offers.

(1) Offerors are responsible for submitting offers and any modifications or revisions to the Government office designated in the solicitation by the time specified in the solicitation.

(2) Any offer, modification, or revision received after the time specified for receipt of offers is “late” and will not be considered unless it is received before award is made and the

Contracting Officer determines that accepting the late offer would not unduly delay the acquisition. However, a late modification of an otherwise successful offer that makes its terms more favorable to the Government will be considered at any time it is received and may be accepted.

(3) If an emergency or unanticipated event interrupts normal Government processes so that offers cannot be received at the Government office designated for receipt of offers by the exact time specified in the solicitation, and urgent Government requirements preclude amendment of the solicitation or other notice of an extension of the closing date, the time specified for receipt of offers will be deemed to be extended to the same time of day specified in the solicitation on the first work day on which normal Government processes resume.

(4) Offerors may withdraw their offers by written notice to the Government received at any time before award.

(d) Contract award (not applicable to Invitation for Bids). The Government intends to evaluate offers and award a contract without discussions with Offerors. Therefore, the Offeror’s initial offer should contain the Offeror’s best terms. However, the Government reserves the right to conduct discussions, if necessary. The Government may reject any or all offers if such action is in the public interest, accept other than the lowest offer, and waive informalities and minor irregularities in offers received.

(e) Debriefings. If a post-award debriefing is given to requesting Offerors, the

Government will disclose the following information, if applicable:

(1) The agency’s evaluation of the significant weak or deficient factors in the debriefed Offeror’s offer.

(2) The overall evaluated cost or price and technical rating of the successful Offeror and the debriefed Offeror and past performance information on the debriefed Offeror.

(3) The overall ranking of all Offerors when any ranking was developed by the agency during source selection.

(4) A summary of the rationale for award.

(5) For acquisitions of commercial products, the make and model of the product to be delivered by the successful Offeror.

(6) Reasonable responses to relevant questions posed by the debriefed Offeror as to whether the agency followed source-selection procedures set forth in the solicitation, applicable regulations, and other applicable authorities.

(End of provision)

ADDENDUM TO 52.212-1

A. Summary of Instructions. Each offer must consist of the following, in English:

A.1. A completed solicitation, in which the SF-1449 cover page (blocks 12, 17, 19-24 and 30A, 30B, 30c as appropriate.

A.2. Information demonstrating the offeror’s/quoter’s ability to perform, including:

(1) Name of a Project Manager (or other liaison to the U.S. Embassy Lima) who understands written and spoken English;

(2) List of clients over the past 3 years, demonstrating prior experience with relevant past performance information and references (provide dates of contracts, places of performance, value of contracts, contact names, telephone and fax numbers and email addresses). If the offeror has not performed comparable services in Peru then the offeror shall provide its international experience. Offerors are advised that the past performance information requested above may be discussed with the client’s contact person. In addition, the client’s contact person may be asked to comment on the offeror’s:

• Quality of services provided under the contract;

• Compliance with contract terms and conditions;

• Effectiveness of management;

• Willingness to cooperate with and assist the customer in routine matters, and when confronted by unexpected difficulties; and

• Business integrity / business conduct.

The Government will use past performance information primarily to assess an offeror’s capability to meet the solicitation performance requirements, including the relevance and successful performance of the offeror’s work experience. The Government may also use this data to evaluate the credibility of the offeror’s proposal. In addition, the Contracting Officer may use past performance information in making a determination of responsibility.

(3) Evidence that the offeror/quoter can provide the necessary personnel, equipment, and financial resources needed to perform the work;

(4) The offeror shall provide copy of all licenses, permits and insurance required by local law to do business in Peru.

(5) The offeror shall have local representation and maintenance capability for the A/C units in Lima, Peru. Offeror shall Provide contact information for a local representative or authorized service provider in Lima, Peru who can respond to maintenance requests as stated in Section 2 – Description of Specifications.

(6) Offeors shall provide a copy of their SAM Registration. However, in accordance with FAR 52.204-90, Offeror Identification, any offeror that does not have an active registration in the System for Award Management (SAM) at the time of proposal submission, must complete paragraphs (c) and (d) of this provision and include the completed information with its offer. The offeror is required to obtain both a CAGE Code and a Unique Entity Identifier (UEI) at https://www.sam.gov and provide documentation demonstrating that these identifiers have been issued.

THE FOLLOWING FEDERAL ACQUISITION REGULATION SOLICITATION PROVISIONS ARE

INCORPORATED BY REFERENCE:

Number Title Date

52.203-11 Certification and Disclosure Regarding

Payments to Influence Certain Federal Transactions SEP 2024

52.203-18 Prohibition on Contracting with Entities that Require

Certain Internal Confidentiality Agreements or Statements-Representation

JAN 2017

52.204-7 System for Award Management—Registration NOV 2024

52.204-7 with Alt I

System for Award Management—Registration, with Alternate I OCT 2018

52.204-90 Offeror Identification

DEVIATION

- JAN 2026

52.207-6

Solicitation of Offers from Small Business Concerns and Small Business Teaming Arrangements or Joint Ventures (Multiple-Award Contracts)

AUG 2024

https://www.sam.gov/

52.209-12 Certification Regarding Tax Matters OCT 2025 52.219-2 Equal Low Bids OCT 1995

52.222-18 Certification Regarding Knowledge of Child

Labor for Listed End Products FEB 2021

52.222-48

Exemption from Application of the Service Contract Labor Standards for Maintenance, Calibration, or Repair of Certain Equipment– Certification

MAY 2014

52.222-52 Exemption from Application of the Service

Contract Labor Standards for Certain Services- Certification

MAY 2014

52.222-56 Certification Regarding Trafficking in Persons

Compliance Plan OCT 2025

52.223-4 Recovered Material Certification MAY 2008 52.225-2 Buy American Certificate OCT 2022

52.225-4 Buy American-Free Trade Agreements-Israeli Trade

Act Certificate NOV 2023

52.225-6 Trade Agreements-Certificate FEB 2021

52.225-20 Prohibition on Conducting Restricted Business

Operations in Sudan-Certification AUG 2009

52.225-25

Prohibition on Contracting with Entities Engaging in Certain Activities or Transactions Relating to Iran- Representation and Certifications

JUN 2020

52.226-3 Disaster or Emergency Area Representation NOV 2007

52.229-11 Tax on Certain Foreign Procurements—Notice and

Representation JUN 2020

52.240-90 Security Prohibitions and Exclusions

Representations and Certifications

DEVIATION

- JAN 2026

SECTION 4 - QUOTATION INFORMATION

A. QUALIFICATIONS OF OFFERORS

Offerors/quoters must prove to be technically qualified and financially responsible to perform the work described in this solicitation. At a minimum, each Offeror/Quoter must meet the following requirements:

1. Be able to understand written and spoken English.

2. Have an established business with a permanent address and telephone number.

3. Authorized Dealer or Manufacturer -Offeror must be an authorized dealer, distributor, or manufacturer of the proposed A/C units. Proof of authorization is required.

4. Local Representative or Service Center - Offeror must have a local representative, dealer, or authorized service center in Lima, Peru. This representative must be capable of providing repair, maintenance, and warranty services. Provide name, address and phone number.

5. Availability of Spare Parts - Offeror must guarantee the availability of genuine spare parts for the proposed A/C units for a minimum period of 5 years after receipt of goods.

6. Experience and References - Offeror must demonstrate experience and past performance in supplying similar equipment. Provide list of clients/references over the past 3 years demonstrating experience, and value of contracts.

7. Warranty - Offeror must provide standard warranty for the equipment.

8. Offerors must have no adverse criminal record; and

9. Offerors must have no political or business affiliation which could be considered contrary to the interests of the United States.

Award will be made to the lowest priced, acceptable, responsible quoter. The Government reserves the right to reject quotations that are unreasonably low or high in price.

The Government will determine acceptability by assessing the offeror's compliance with the terms of the RFQ. The Government will determine responsibility by analyzing whether the apparent successful quoter complies with the requirements of FAR 9.1, including:

• ability to comply with the required performance period, taking into consideration all existing commercial and governmental business commitments.

• satisfactory record of integrity and business ethics.

• necessary organization, experience, and skills or the ability to obtain them.

• necessary equipment and facilities or the ability to obtain them; and

• otherwise, qualified, and eligible to receive an award under applicable laws and regulations.

B. SUBMISSION OF QUOTATIONS

Each offer must at least consist of the following documentation in English:

(1) A completed solicitation, in which the SF-1449 cover page (blocks 12, 17a, 19- 24, and 30a, 30b, and 30c) has been filled out.

(2) Copy of SAM Registration

(3) Offerors Representation & Certifications properly signed.

(4) List of clients during the past 3 years

SAM REGISTRATION

This solicitation requires registration with the System for Award Management (SAM) prior to award, pursuant to FAR 4.1102 and other applicable regulations and guidelines. Information can be found at www.sam.gov .

PRICE

All pricing shall be in U.S. Dollars. The price shall include all direct and indirect costs, overhead, general and administrative expenses, profit, shipping/delivery charges, insurance, local customs expenses/duties and applicable taxes where applicable for delivery at place

(DAP).

PAYMENT TERMS

Net 30 days, upon satisfactory receipt of goods and receipt of an accurate invoice.

DELIVERY

Delivery should be made to the delivery address shown below no later than 30 calendar days after ARO (Acknowledge Receipt of Order).

Delivery Address:

US EMBASSY WAREHOUSE (VILLA EL SALVADOR)

ALDEAS 3 - Coop. Las Vertientes Calle 8, Villa El Salvador - Peru

All quotes must be valid for 60 days from the closing date for this solicitation.

http://www.sam.gov/

SECTION 5 – CONTRACT CLAUSES

52.212-4 Terms and Conditions—Commercial Products and Commercial Services

(DEVIATION – JAN 2026 )

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The

Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the

Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post acceptance rights—

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

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

(c) 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.

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

(e) 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 FAR 52.233-1, Disputes, which is incorporated in this contract by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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. Examples of occurrences include 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.

When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31

U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(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.

http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title31-section3903&num=0&edition=prelim

(3) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(4) 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;

(D) Contractor point of contact; and

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

(5) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the

Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

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

(iii) Final decisions. The Contracting Officer will issue a final decision as required by FAR part 33 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 FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 in effect on the date of this contract.

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

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work 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. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. 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 under this contract 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) 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; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41

U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation;

and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) 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 Disputes, Payments, Invoice, Compliance with Laws Unique to Government

Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service

(TOS), or similar legal instrument or agreement, that includes any clause requiring the

Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.

1341), the following shall govern:

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

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

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

(2) Paragraph (s)(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.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

(1) 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 Contractor’s directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in 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.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause 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.

(u) 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)

The following Federal Acquisition Regulation (FAR) Clauses are incorporated by reference:

Number Title Date

52.203-6 with Alt I

Restrictions on Subcontractor Sales to the Government JUN 2020

52.203-13 Contractor Code of Business Ethics and Conduct NOV 2021

52.203-17 Contractor Employee Whistleblower Rights NOV 2023 52.203-19 Prohibition on Requiring Certain Internal

Confidentiality Agreements or Statements

JAN 2017

52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011

52.204-13 System for Award Management—Maintenance OCT 2018 52.204-91 Contractor identification DEVIATION 52.209-6 Protecting the Government’s Interest When

Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

JAN 2025

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

OCT 2018

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations

NOV 2015

52.219-4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns

OCT 2022

52.219-6 Notice of Total Small Business Set-Aside NOV 2020

52.219-6 with Alt I

Notice of Total Small Business Set-Aside, with Alternate I

MAR 2020

52.219-8 Utilization of Small Business Concerns JAN 2025 52.219-9 Small Business Subcontracting Plan JAN 2025 52.219-9 with Alt I

Small Business Subcontracting Plan, with Alternate I NOV 2016

52.219-9 with Alt II

Small Business Subcontracting Plan, with Alternate II NOV 2016

52.219-9 with Alt III

Small Business Subcontracting Plan, with Alternate III JAN 2025

52.219-9 with Alt IV

Small Business Subcontracting Plan, with Alternate IV JAN 2025

52.219-14 Limitations on Subcontracting OCT 2022 52.219-16 Liquidated Damages—Subcontracting Plan SEPT 2021 52.219-33 Nonmanufacturer Rule SEPT 2021 52.222-3 Convict Labor JUN 2003 52.222-19 Child Labor—Cooperation with Authorities and Remedies JAN 2025

52.222-35 Equal Opportunity for Veterans JUN 2020 52.222-35 with Alt I

Equal Opportunity for Veterans, with Alternate I JUL 2014

52.222-36 Equal Opportunity for Workers with Disabilities JUN 2020 52.222-36 with Alt I

Equal Opportunity for Workers with Disabilities, with Alternate I

JUL 2014

52.222-37 Employment Reports on Veterans JUN 2020 52.222-40 Notification of Employee Rights Under the National

Labor Relations Act

DEC 2010

52.222-41 Service Contract Labor Standards AUG 2018 52.222-42 Statement of Equivalent Rates for Federal Hires MAY 2014 52.222-43 Fair Labor Standards Act and Service Contract Labor

Standards-Price Adjustment (Multiple Year and Option Contracts)

AUG 2018

52.222-44 Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment

MAY 2014

52.222-50 Combating Trafficking in Persons OCT 2025 52.222-50 with Alt I

Combating Trafficking in Persons, with its Alternate I MAR 2015

52.222-51 Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment—Requirements

MAY 2014

52.222-53 Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services—Requirements

MAY 2014

52.222-54 Employment Eligibility Verification JAN 2025 52.222-62 Paid Sick Leave Under Executive Order 13706 JAN 2022 52.223-9 Estimate of Percentage of Recovered Material Content for EPA-Designated Items

MAY 2008

52.223-9 with Alt I

Estimate of Percentage of Recovered Material Content for EPA-Designated Items, with Alternate I

MAY 2008

52.223-11 Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons

MAY 2024

52.223-12 Maintenance MAY 2024 52.223-20 Aerosols MAY 2024 52.223-21 Foams MAY 2024 52.223-23 Sustainable Products and Services MAY 2024 52.224-3 Privacy Training JAN 2017 52.224-3 with Alt I

Privacy Training, with Alternate I JAN 2017

52.225-1 Buy American-Supplies OCT 2022 52.225-1 with Alt I

Buy American-Supplies, with Alternate I OCT 2022

52.225-3 Buy American-Free Trade Agreements-Israeli Trade Act

NOV 2023

52.225-3 with Alt II

Buy American-Free Trade Agreements-Israeli Trade Act, with Alternate II

FEB 2024

52.225-3 with Alt III

Buy American-Free Trade Agreements-Israeli Trade Act, with Alternate III

FEB 2024

52.225-3 with Alt IV

Buy American-Free Trade Agreements-Israeli Trade Act, with Alternate IV

OCT 2022

52.225-5 Trade Agreements NOV 2023 52.225-19 Contractor Personnel in a Designated Operational Area or Supporting a Diplomatic or Consular Mission outside the United States

MAY 2020

52.225-26 Contractors Performing Private Security Functions Outside the United States

OCT 2016

52.226-4 Notice of Disaster or Emergency Area Set-Aside NOV 2007 52.226-5 Restrictions on Subcontracting Outside Disaster or

Emergency Area

NOV 2007

52.226-8 Encouraging Contractor Policies to Ban Text Messaging While Driving

MAY 2024

52.229-12 Tax on Certain Foreign Procurements FEB 2021 52.232-29 Terms for Financing of Commercial Products and

Commercial Services

NOV 2021

52.232-30 Installment Payments of Commercial Products and Commercial Services

NOV 2021

52.232-33 Payment by Electronic Funds Transfer—System for Award Management

OCT 2018

52.232-34 Payment by Electronic Funds Transfer—Other than System for Award Management

JUL 2013

52.232-36 Payment by Third Party MAY 2014 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

MAR 2023

52.233-3 Protest After Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.240-91 Security Prohibitions and Exclusions DEVIATION 52.240-91 with Alt I

Security Prohibitions and Exclusions, with Alternate I DEVIATION

52.240-92 Security Requirements DEVIATION 52.240-92 with Alt II

Security Requirements with Alternate II DEVIATION

52.240-93 Basic Safeguarding of Covered Contractor Information Systems

DEVIATON

52.244-6 Subcontracts for Commercial Products and Commercial Services

OCT 2025

52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels

NOV 2021

52.247-64 with Alt I

Preference for Privately Owned U.S.-Flag Commercial Vessels, with Alternate I

APR 2003

52.247-64 with Alt II

Preference for Privately Owned U.S.-Flag Commercial Vessels, with Alternate II

NOV 2021

52.212-4 Terms and Conditions—Commercial Products and Commercial Services (DEVIATION – JAN 2026 )