S01 - RFQ - Kellogg Soil Survey Laboratory - Nebraska State Office - Number 2.pdf

United States Department of Agriculture (USDA) Natural Resources Conservation Service – Kellogg

Soil Survey Laboratory - Nebraska

Solicitation: 12FPC121R0007

FOR SOLICITATION INFORMATION: Quotes must be sent to Scott Crist -scott.crist@usda.gov and Kristina Baker at Kristina.baker@usda.gov.

OFFER DUE DATE/LOCAL TIME: August 30, 2021 10:00 AM Eastern Time

100% small business NAICS – 325120 – Industrial Gas Manufacturing mailto:scott.crist@usda.gov mailto:Kristina.baker@usda.gov

A Solicitation/Contract Form

A.1 SF 1449 – to be provided upon award

A. 2 Department/Agency

A.2.1 United States Department of Agriculture (USDA)

Natural Resources Conservation Service (NRCS)

A.3 Contracting Office

A.3.1 Farm Production and Conservation (FPAC) Business Center Acquisition Division Section 1 - Operations Branch

A.4 Contracting Officer/Specialist

A.4.1 Contracting Officer

Kristina Baker email: Kristina.Baker@usda.gov

A.4.2 Contracting Specialist

Scott Crist, email: scott.crist@usda.gov Phone: 317-295-5830

A.4.3 Any USDA FPAC BC Contracting Officer can act on this contract should the need arise.

A.4.4 A Contracting Officer is the only individual who can legally commit or obligate the

Government for the expenditure of public funds. Only the contracting officer has authority to: (1) increase or decrease the award amount; (2) direct or negotiate any changes; (3) modify or extend the period of performance; (4) change the schedule of completion; (5) authorize payment under this order; (6) otherwise modify any terms or conditions of this Contract.

A.5 Program Office

A.5.1 Natural Resource Conservation Service

A.5.2 NRCS Nebraska State Office - Point of Contact: Linda Kruger at linda.kruger@usda.gov or

402-437-5016.

A.5.3 The program office point of contact will act as the liaison to coordinate activities between the Contractor and Contracting Officer, as required, in the performance of the work under this contract. They have the authority to provide technical clarification of the contract requirements but does not have the authority to modify any contract provisions, including, without limitation, changing the scope of work, the cost/price thereof, or the performance delivery schedule(s) therefore.

End of Section mailto:Kristina.Baker@usda.gov mailto:linda.kruger@usda.gov

B - SF 1449 Services/Supplies and Prices/Costs

B.1 Contract Type

B.1.1 Purchase Order

B.1.2 Fixed Price

B.2 Pricing

B.2.1 The fixed not-to-exceed price for the base year is $____________.

B.2.2 The fixed not-to-exceed price for option year 1 is $____________.

B.2.3 The fixed not-to-exceed price for option year 2 is $____________.

B.2.4 The fixed not-to-exceed price for option year 3 is $____________.

B.2.5 The fixed not-to-exceed price for option year 4 is $____________.

B.2.6 The fixed not-to-exceed price for all years is $________________.

End of Section

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

NRCS-IN-1252KY

INDIANAPOLIS IN 46278

6013 LAKESIDE BOULEVARD

USDA-NRCS-INDIANA STATE OFFICE

NRCS-NE-NSSC CODE 16. ADMINISTERED BYCODE

X

X

325120

SIZE STANDARD:

100.00 % FOR:SET ASIDE:UNRESTRICTED ORFPAC-HQ-12FPC1

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

08/10/2021

317-295-5830SCOTT CRIST

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIME

08/13/2021 10 AM ET

b. TELEPHONE NUMBERa. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

12FPC121R0007

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 2 1042549OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

Lincoln NE 68508-3866 100 Centennial Mall North, Room 152 NRCS National Soil Survey Center

15. DELIVER TO

WASHINGTON DC 20250

1400 INDEPENDENCE AVE SW, RM 6801-S

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

1,000

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

FPAC BUS CNTR-ACQ DIV-OPS BRANCH-SE

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

This is a base + 4 option years

8/16/2021 - 8/15/2022 - Base _________________ 8/16/2022 - 8/15/2023 - Option Year 1_________ 8/16/2023 - 8/15/2024 - Option Year 2_________ 8/16/2024 - 8/15/2025 - Option Year 3_________ 8/16/2025 - 8/15/2026 - Option Year 4_________

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

KRISTINA BAKER

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

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

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

Establish a new contract for industrial gases used by the Kellogg Soil Survey Laboratory for one year with option to renew for up to 4 additional years - See SOW.

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

2 2 of

C - Statement of Work

STATEMENT OF WORK (SOW)

Establish an options contract for Industrial Gases

1. Introduction The National Soil Survey Center (NSSC) – Kellogg Soil Survey Laboratory (KSSL) requires a reliable supply of various compressed and liquified gases to support daily operations. The Government Technical Representative (GTR) listed in the follow-on Purchase Order will be authorized to order gases against this contract but will not be authorized to obligate additional funds or change the scope of work. The Contractor will deliver the gas cylinders and dewars to the specific locations in the KSSL as specified by the GTR.

The Contractor will invoice the Government monthly for cylinders and dewars that are held at the KSSL and for cylinders and dewars that are lost or damaged by the Government.

Invoicing shall be based on the current price list as approved by the Contracting Officer.

When the contract expires or is terminated by either party, the Contractor shall pick up all their cylinders/dewars that are at the NSSC KSSL in accordance with direction provided by the GTR at no additional costs to the Government.

2. Objectives The Kellogg Soil Survey Laboratory seeks to establish a new options contract to ensure a reliable supply on the various industrial gases needed to support daily operations.

Scope

A. Provide the following items in accordance with applicable Federal and local laws and regulations. The cylinder and dewar dimensions shown in the attached spreadsheet are nominal; however, any variation of the actual volumes of the delivered cylinders from these volumes should be minimal. The gases identified are currently in use at the KSSL. All fittings and gauges shall use the U.S. Customary System of measurement unless otherwise specified. Gas specifications are referenced in order to describe the required physical characteristics and not to specify the methods used to manufacture, contain, or test the gas. The Government reserves the right to procure additional gases or cylinder and dewar types under this contract.

B. All cylinders and dewars shall be furnished by the Contractor.

a. Cylinders and dewars shall be marked in accordance with DOT Regulations. A certificate of conformance will be provided for each order. The certificate shall reference the order number and shall state that the gas meets the applicable standard. If the Contractor’s cylinder and dewar markings indicate conformance to the standard, then that will be accepted in lieu of a certificate.

b. If the cylinder and dewar relief valve fail, then the Contractor shall reimburse the Government for the prorated value of the lost gas.

c. The Contractor shall specify in their proposal the volume of gas held in each cylinder and dewar type.

C. Gas cylinder and dewar delivery and pickup within the KSSL located in Lincoln, NE.

a. The Contractor shall deliver and pickup gas cylinders and dewars as specified by the GTR. The Contractor’s proposal shall include a required response time. The Government desires a one business day response time.

b. The GTR will specify gas type, cylinder and dewar size, cylinder and dewar quantity and delivery location. The Contractor shall offload cylinder and dewars from delivery vehicle and deliver to the specified location within the Denny Federal Building.

c. The Contractor shall pick up gas cylinders and dewars as specified by the GTR. The GTR will specify gas type, bottle quantity and pickup location. The Contractor shall on load cylinders and dewars to the pickup vehicle.

d. The Contractor shall offload, transport through the Denny Federal Building and on load cylinders and dewars in a safe manner using cylinder and dewar carts as appropriate in compliance with current safety regulations.

e. The Contractor shall not leave cylinders and dewars unsecured and/or unattended either in the hallway or on the dock area of the Denny Federal Building.

f. The truck and driver need to meet and abide by the safety and security measures in place by building and KSSL management. E.g., prior to dock entrance being granted, trucks will undergo examination by building security officers to include: undercarriage, cargo area, cab, and under the hood. Face masks to prevent the spread of COVID-19 need to be worn along with practicing social distancing while in the Federal Building. Drivers may be asked to go through a metal detector on the dock. Safety glasses shall be worn as needed in the KSSL or as directed by lab personnel.

g. Deliveries must be made between 9:00 am – 3:00 pm CT Monday – Friday except Holidays.

D. The geographic area that can be supported by the Contractor shall be described in the proposal. At a minimum the Contractor shall be able to support the KSSL in Lincoln, NE.

E. The Government will reimburse the Contractor for cylinders and dewars that have been lost or damaged by the Government in accordance with the approved pricelist.

F. The Government will use the cylinders and dewars to support operations throughout the KSSL and will relocate cylinders and dewars as required.

G. The Contractor may propose to maintain gas supplies at the KSSL. If the Contractor can provide this option, then it shall be described in the proposal.

H. The Contractor shall provide a Safety Data Sheet (SDS) for each gas that may be delivered under this contract. SDS’ shall be provided by the Contractor at time of delivery against a BPA call. If the SDS’ are not provided, the delivery will not be accepted by the GTR and any associated costs with the attempted delivery will be responsibility of the Contractor.

I. All fees associated with providing bulk gas and gas cylinders and dewars shall be included in the pricelist. For example, delivery fees and hazardous material fees shall be included in the price charged for gas.

J. The Contractor shall deliver a monthly report that will be used to support invoicing. Rental fees will cover the Government costs for each month the bottle is held. Rental costs shall be charged for the number of bottles held by the Government. The number of bottles (dewars and cylinders listed separately) held shall be calculated as follows for each month:

a. #Bottles Provided - #Bottles picked up = #Bottles held. The number of bottles held shall never be less than zero.

K. Bottle procurement fees cover the Government’s costs for bottles that are lost or damaged by the Government. The report shall identify each delivery including:

a. Call number

b. Delivery Date

c. Delivery Location (KSSL)

d. Gas Type

e. Cylinder / Dewar Size

f. Cylinder / Dewar Serial Number (if applicable)

g. Rental, Bottle Procurement, Bulk Gas Invoices

h. Invoice Totals

i. Issues

3. Specific Requirements The Contractor must comply with all the requirements listed in the Scope.

4. Period of Performance The period of performance will be for one year with option to renew annually for 4 additional optional years.

5. Place of Performance All industrial gases will be delivered to the Kellogg Soil Survey Laboratory currently located at:

100 Centennial Mall North, Lincoln, NE 68508

Approximate Usages

Approx Annual Usage, Units Type Container

DOT

Spec. Height, in

Dia., in

Volume of Gas, ft3 Unit Price

Argon Ultra High Purity Dewar 4L292 63.5 20 4,961

Helium Industrial Grade Cylinder 3AA2400 56 9 219

Helium Ultra High Purity Zero Grade Cylinder 3AA2400 61 10 288

Nitrogen 230 psi Dewar 4L200 63.5 20 4,099

Nitrogen 22 PSI Dewar 4L200 63.5 20 4,430

Nitrogen Zero Grade Cylinder 3AA2400 61 9 304

Oxygen Ultra High Purity - 32 cuft Cylinder 3AA2400 36 8 70

Hydrogen Ultra High Purity G size

- 32 cuft Cylinder 3AA2400 21 7 32

Compressed Air Ultra High Purity Zero Grade Cylinder 3AA2400 61 10 315

Delivery Charge

High Pressure Cylinder Rental, in units of months

Liquid Cylinder Rental, in units of months

D - Packaging and Marking

D.1 All items being delivered shall be packaged in a manner on the truck that prevents damage during shipping and there is no damage to the gas cylinders upon delivery/service.

D.2 If items are damaged when delivered they will not be accepted.

D.3 Any damage done by the vendor prior to and during delivery/installation, it is the responsibility of the vendor to replace and cover any damages.

E - Inspection and acceptance

E.1 Inspection will be completed upon delivery of the gases delivered at the Kellogg Soil Survey

Laboratory.

E.2 Inspection will be performed by the following individuals at each site.

• Linda Kruger at linda.kruger@usda.gov and 402-437-5016.

mailto:linda.kruger@usda.gov

F Performance

F.1 Period of Performance

F.1.1 USDA expects delivery and installation of all gases to include holding racks etc. to start no later than 9/6/2021.

G Contract Administration Data

G.1 Invoicing

G.1.1 One (1) invoice for all gases delivered/serviced each month.

G.2 Payment

G.2.1 USDA pays for services in arrears (after service is completed). No payments will be made prior to the completion of each service.

H Special Contract Requirements

Section I – Contract Clauses and Provisions

AGAR 452.211-72 – Statement of Work/Specifications (Feb 1988)

The Contractor shall furnish the necessary personnel, material, equipment, services and facilities (except as otherwise specified), to perform the objectives set forth in the Performance Work Statement/Specifications referenced in Section C.

(End of Clause)

I.1 AGAR 452.211-74 – Period of Performance (Feb 1988)

USDA expects delivery and installation to start no later than 9/6/2021. The following dates are subject to change.

This is a base + 4 option years

9/6/2021 – 9/5/2022 – Base

9/6/2022 – 9/5/2023 – Option Year 1

9/6/2023 – 9/5/2024 – Option Year 2

9/6/2024 – 9/5/2025 – Option Year 3

9/6/2025 – 9/5/2026 – Option Year 4

I.3 This is to notify you of recent award prohibitions contained in the United State Department of Agriculture (USDA) Fiscal Year 2012 Appropriations Act regarding corporate felony convictions and corporate tax delinquencies. Under the Appropriations Act, no awards can be made to any corporation (for profit or non-profit) that has a tax delinquency or felony conviction as defined in the Appropriations Act and described in the attached representation. To comply with these provisions, all offerors are required to return the attached representation to Kris Baker at Kristina.baker@usda.gov no later than THE DATE PROVIDED ON THE SF1449. Please note that if you have a tax delinquency or felony conviction, as defined in the Appropriations Act and described in the attached representation, you are not eligible for award. If you are ineligible for award because of these prohibitions it is possible that you can regain eligibility for award, but only if the USDA suspension and debarring official considers your tax delinquency and/or felony conviction and determines that suspension or debarment is not necessary to protect the interests of the Government.

AGAR 452.209 – 70

REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID

DELINQUENT TAX LIABILITY OR A FELONY CONVICTION (DEVIATION

2012-01) (FEB 2012)

(a) Awards made under this solicitation are subject to the provisions contained in sections 738 and 739 of the Agriculture, Rural Development, Food and Drug Administration, and Related Agencies Appropriations Act, 2012 (P.L. No. 112-55), Division A, as amended and/or subsequently enacted, regarding corporate felony convictions and corporate federal tax delinquencies. To comply with these provisions, all offerors must complete paragraph (1) of this representation, and all corporate offerors also must complete paragraphs (2) and (3) of this representation.

(b) The Offeror represents that –

(1) The Offeror is [ ], is not [ ] (check one)an entity that has filed articles of incorporation in one of the fifty states, the District of Columbia, or the various territories of the United States including American Samoa, Federated States of Micronesia, Guam, Midway Islands, Northern Mariana Islands, Puerto Rico, Republic of Palau, Republic of the Marshall Islands, U.S. Virgin Islands. (Note that this includes both for-profit and non-profit organizations.)

If the Offeror checked “is” above, the Offeror must complete paragraphs (2) and (3) of the representation. If Offeror checked “is not” above, Offeror may leave the remainder of the representation blank.

(2)

(i) The Offeror has [ ],has not [ ] (check one) been convicted of a felony criminal violation under Federal or State law in the 24 months preceding the date of offer.

(ii) The Offeror has [ ], has not [ ] (check one) had any officer or agent of Offeror convicted of a felony criminal violation for actions taken on behalf of Offeror under Federal or State law in the 24 months preceding the date of offer.

(3) The Offeror does [ ], does not [ ] (check one)have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

Company/Individual Name:

Signature:

Printed Name: Date:

(End of clause)

I.4 AGAR 452.246-70 – Inspection Acceptance (Feb 1988)

(a) The Contracting Officer or Contracting Officer’s duly authorized representative will inspect and accept the supplies and/or services to be provided under this contract.

(b) Inspection and acceptance will be performed after each service requirement is completed.

I.5 Professional Conduct While on Government Facilities

Contractor employees shall observe and maintain themselves in accordance with professional standards according to their location. Attire should be consistent with professional standards.

They shall not engage in private activities for personal gain or any other unauthorized purpose while on Government- owned or leased property, nor may Government time or equipment be utilized for these purposes.

I.6 Limitation of Authority

The government assigned Project or Program Manager, Task POC, or COR are responsible for monitoring the Contractor’s performance. Any proposed modifications to the task order, such as changes to the scope of work, or to the terms and conditions of the task order must be authorized by the Contracting Officer.

I.7 AGAR 452.224-70 – Confidentiality of Information (Feb 1988)

(a) Confidential information, as used in this clause, means --

(1) information or data of a personal nature, proprietary about an individual, or

(2) information or data submitted by or pertaining to an organization.

(b) In addition to the types of confidential information described in (a)(1) and (2) above, information which might require special consideration with regard to the timing of its disclosure may derive from studies or research, during which public disclosure of primarily invalidated findings could create an erroneous conclusion which might threaten public health or safety if acted upon.

(c) The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specific information and/or categories of information which the Government will furnish to the Contractor or that the Contractor is expected to generate which is confidential. Similarly, the contracting Officer and the Contractor may, by mutual consent, identify such confidential information from time to time during the performance of the contract. Failure to agree will be settled pursuant to the "Disputes" clause.

(d) If it is established that information to be utilized under this contract is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems of records determined to be subject to the Privacy Act.

(e) Confidential information, as defined in (a)(1) and (2) above, shall not be disclosed without the prior written consent of the individual, institution or organization.

(f) Written advance notice of at least 45 days will be provided to the Contracting Officer of the Contractor's intent to release findings of studies or research, which have the possibility of adverse effects on the public or the Federal agency, as described in (b) above. If the Contracting Officer does not pose any objections in writing within the 45 day period, the contractor may proceed with disclosure. Disagreements not resolved by the Contractor and Contracting Officer will be settled pursuant to the "Disputes" clause.

(g) Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if the material in question is subject to the Privacy Act or is confidential information subject to the provisions of this clause, the Contractor shall obtain a written determination from the Contracting Officer prior to any release, disclosure,

(h) The provisions of paragraph (e) of this clause shall not apply when the information is subject to conflicting or overlapping provisions in other Federal, State or local laws.

I.8 Conflict of Interest

If for any reason the agency or the Contractor determines that the Contractor faces a potential, perceived, or real conflict of interest, the agency shall notify the Contractor or the Contractor shall notify the agency, and the Contractor shall cease all work on, reassign the task, or proceed at the discretion of the agency. At the agency's option, the Contractor may provide an acceptable replacement.

1.9 FAR 52.212-4 - CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS (OCT

2018)

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

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

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

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at 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.

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

(i) 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.

(j) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1048610 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1063244

(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.

(k) 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.

(l) 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 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1050674 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i1050705

Payment Act (31 U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

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

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

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

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

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

(D) Contractor point of contact.

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

(6) Interest.

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

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

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

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

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting

Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-52-solicitation-provisions-and-contract-clauses#i52_212_5 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 http://uscode.house.gov/browse.xhtml%3Bjsessionid%3D114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/content/part-33-protests-disputes-and-appeals#i1080268 https://www.acquisition.gov/content/part-33-protests-disputes-and-appeals#i1080268 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 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(m) 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.

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

(o) 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 https://www.acquisition.gov/content/part-32-contract-financing#i1081898 https://www.acquisition.gov/content/part-32-contract-financing#i1081962 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.

(p) 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.

(q) 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.

(r) 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.

(s) 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.

(t) 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.

(u) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(v) 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.

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

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t)[Reserved]

(u) Unauthorized Obligations.

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

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

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

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

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

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

https://www.gsa.gov/forms-library/solicitationcontractorder-commercial-items

I.2 FAR 52.212-5 - Contract TERMS AND CONDITIONS REQUIRED TO IMPLEMENT

STATUTES OR EXECUTIVE ORDERS-COMMERCIAL

ITEMS (Jul 2021)

(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 items:

(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 and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video

Surveillance Services or Equipment. (Aug 2019) (Section 889(a)(1)(A) of Pub. L. 115- 232).

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

(5) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(6) 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 items:

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[Contracting Officer check as appropriate.]

XX (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 4704 and 10 U.S.C. 2402).

(2) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509)).

(3) 52.203-15, Whistleblower Protections under the American Recovery and

Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

XX (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L.

109-282) (31 U.S.C. 6101 note).

(5) [Reserved].

XX (6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div.

C).

(7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub. L. 111-117, section 743 of Div. C).

XX (8) 52.209-6, Protecting the Government’s Interest When Subcontracting with

Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C.

6101 note).

(9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility

Matters (Oct 2018) (41 U.S.C. 2313).

(10) [Reserved].

(11) (i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (Nov 2011) (15 U.S.C.657a).

(ii) Alternate I (Nov 2011) of 52.219-3.

(12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business

Concerns (Oct 2014) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

(ii) Alternate I (Jan 2011) of 52.219-4.

(13) [Reserved]

X (14) (i) 52.219-6, Notice of Total Small Business Set-Aside (Nov 2011) (15 U.S.C.644).

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(ii) Alternate I (Nov 2011).

(iii) Alternate II (Nov 2011).

(15) (i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

(ii) Alternate I (Oct 1995) of 52.219-7.

(iii) Alternate II (Mar 2004) of 52.219-7.

XX (16) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)).

(17) (i) 52.219-9, Small Business Subcontracting Plan (Aug 2018) (15 U.S.C. 637(d)(4))

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

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

(iv) Alternate III (Nov 2016) of 52.219-9.

(v) Alternate IV (Aug 2018) of 52.219-9

(18) 52.219-13, Notice of Set-Aside of Orders (Nov 2011) (15 U.S.C. 644(r)).

XX (19) 52.219-14, Limitations on Subcontracting (Jan 2017) (15 U.S.C.637(a)(14)).

(20) 52.219-16, Liquidated Damages-Subcontracting Plan (Jan 1999) (15 U.S.C.

637(d)(4)(F)(i)).

(21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (Oct 2019) (15 U.S.C. 657f).

XX (22) 52.219-28, Post Award Small Business Program Rerepresentation (Jul 2013) (15 U.S.C. 632(a)(2)).

(23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women- Owned Small Business Concerns (Dec 2015) (15 U.S.C. 637(m)).

(24) 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 (Dec 2015) (15 U.S.C. 637(m)).

X (25) 52.222-3, Convict Labor (June 2003) (E.O.11755).

X (26) 52.222-19, Child Labor-Cooperation with Authorities and Remedies (Jan 2020) (E.O.13126).

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