Sol_140P5125Q0008.pdf

TABLE OF CONTENTS PART I – THE SCHEDULE

SECTION A - Solicitation/Contract Form………..……………………………………………………….. 5 SECTION B - Supplies or Services and Price Cost ……………………………………………………….. 6 SECTION C - Specifications …………Statement of Work…………….………………………………………………………………….. 7 SECTION D - Packaging and Marking ................Postage and Markings………..…………………………………………………………………… 8 SECTION E - Inspection and Acceptance .............. Inspection of Services-Fixed Price..……………………………………………………………… 9 SECTION F - Deliveries or Performance……………………………………………………………………10 SECTION G - Contract Administration Data ...............Contract Administration………………………………………………………………………… ...............Authorities & Delegations ………………………………………………………… SECTION H - Special Contract Requirements ...............Safety……………………………………………………………………………………………. 13 ...............Work Hours…………………………..……………………………………………………………. 13 ...............Contractor Employees……………………………………………………………………………... 13

PART II – CONTRACT CLAUSES

SECTION I - Contract Clauses ...............Clauses by Reference………………………………………………………………………… 16 ...............Release of Claims - Department of Interior………………………………………………….. 19 ...............Liability Insurance - Department of Interior…………………………………………………. 19

PART III – LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

SECTION J - List of Attachments ............... 140P5125Q0008 ……….…………………………………………………………………………. 80 ............... Statement of Work ……………………………………………………………………………….. 80 ............... Drawing……….. ……………………………………………………………………………….. 80 ............... Wage Determination ………………………………………………………………………………80 ………….Bid Schedule …………………………………………………………………………………….80

PART IV – REPRESENTATIONS AND INSTRUCTIONS

SECTION K - Representations, Certifications, and Other Statements of Offerors ................Representations, Certifications …………………………………………………………………… 81 SECTION L - Instructions, Conditions and Notices to Bidders ................Instruction to Offerors for Proposal Submission…………………………………………………. 92 SECTION M - Evaluation Factors for Award ................Evaluation Factors for Award…………………………………………………………………….. .106

Section A - Solicitation/Contract Form

PROJECT TITLE: Removal of Hazardous Trees Tour Route

SITE LOCATION: The National Park Service (NPS), Guilford Courthouse National Military Park (GUCO), Greensboro, North Carolina.

This is a Request for Quote (RFQ). The National Park Service (NPS), Guilford Courthouse National Military Park (GUCO), Greensboro, North Carolina is seeking the following: Provide the removal of hazardous and potentially hazardous trees and limbs throughout the tour route inside the park. The contractor shall provide all labor, tools, equipment, materials and supervision required to execute the work as described in the attached drawings and specifications.

Set Aside: This is a 100% set aside to under the Small Business Administration (SBA) Program. The NAICS is 561720, Landscaping Services with a size standard of $9.5 million. The PSC is F014 Tree Trimming Services.

A certificate of insurance is required, and coverage must be at a minimum of: $100,000 per person; $500,000 per occurrence; and $100,000 per property.

The insurance must be provided within ten calendar days of receipt of the award. The contractor shall be insured in accordance with the respective insurance regulations of the state work is being performed in. The government is not responsible for damage to contractor’s equipment, vehicles, tools or materials or their employees and the personal property brought on-site. The government will not accept any liability due to contractor employee negligence.

Contractor must be registered in SAM.gov prior to award.

Section B – Price Schedule

The contractor shall provide all labor, parts, tools, supervision, transportation, and all incidentals necessary to provide the services as described herein. The contractor will be required to provide the removal of hazardous and potentially hazardous trees throughout the park tour route.

The price proposal shall include a lump sum price for all of the work required herein along with a cost breakdown showing all labor rates for each discipline, overhead and profit.

See Bid Schedule, Attachment 0005

Section C – Specifications/Drawings

C.1 The Contractor shall furnish the necessary personnel, material, equipment, services, and facilities (except as otherwise specified). To perform to the Statement of Work, included as Attachment 0002.

All provisions, clauses, terms, and conditions in specifications and the Solicitation and Contract apply with equal force and binding effect, and contractor is expected to comply with same throughout the specified performance period and any extension, if granted.

See Statement of Work (SOW), Attachment 0002

Section D – Packaging and Marking

D.1 Payment of Postage and Fees

The Contractor shall pay all postage and fees related to submitting documents to the Contracting Officer (CO) or the Contracting Officer’s Representative (COR).

D.2 Marking

All documents submitted to the Contracting Officer or Contracting Officer’s Representative shall clearly indicate the Contract Number of the contract for which the information is being submitted.

Section E – Inspection and Acceptance

E.1 Notice Listing Contract Clause Incorporated By Reference

The following contract clauses pertinent to this section are hereby incorporated by reference (by Citation Number, Title and Date) in accordance with the clauses at FAR 52.252-2 CLAUSES INCORPORTATED BY REFERENCE in Section I of this contract. See FAR 52.252-2 for an internet address (if specified) for electronic access to the full text of a clause.

Number Title

52.246-4 Inspection of Service-Fixed Price (Aug 1996)

As prescribed in 46.304 , insert the following clause:

Inspection of Services-Fixed-Price (Aug 1996)

(a) Definition."Services," as used in this clause, includes services performed, workmanship, and material furnished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests 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.

(e) If any of the services do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by reperformance, the Government may-

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(f) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may-

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

(End of clause)

Section F – Deliveries or Performance

F.1 The Government requires delivery to be made according to the Period of Performance.

Place of Performance

Guilford Courthouse National Military Park (GUCO), Greensboro, North Carolina.

Period of Performance

It is anticipated that the government will award a contract for a base year period as indicated below.

The period of performance will be adjusted if needed based upon the actual date of award.

Base Year: July 7, 2025 – July 6, 2026

Section G – Contract Administration Data

G.1 Contracting Officer’s Representative(s) for this contract will be:

Will be provided at time of contract award

G.2 Contract Officer responsible for administering this contract:

Yanick Bard, Contracting Officer National Park Service 100 S.W. Alabama Street, Atlanta, Georgia 30303 Email: yanick_bard@nps.gov

G.3 Technical Direction

The performance of the work required in this contract shall be subject to the COR’s or designee’s technical direction and surveillance. As used in this contract, “technical direction” is direction to the Contractor that requires pursuit of certain lines of inquiry, filing in details or otherwise serving to accomplish the contract specifications. The technical direction, to be valid:

(a) Must be issued in writing consistent with the general scope of the work stated in the contract;

(b) May not constitute a new assignment of work changes to the expressed terms, conditions, or specifications incorporated into this contract; it shall not constitute a reason to extend the contract delivery schedule.

Nothing contained in this part authorizes the Contractor to incur costs that exceeds the contract price or other limitation of funds stated in the contract due to extra work performed in response to informal directions, suggestions, or instructions (oral or written) given by the CO’s representatives, unless before commencing the work, the Contractor: 1) directly notifies the CO; 2) requests a formal contract modification; and 3) receives written authorization to proceed from the CO.

G.4 Correspondence

Any correspondence initiated by the Contractor shall include the Contract Number and shall be addressed to the CO (original and one copy) at the address provided in the clause entitled “Contractor administration”.

G.5 Contract Payments

The Contractor shall submit invoices to the CO for the percentage of work completed. The Contractor and COR at the site must agree on the percentage of work completed.

G.6 Job Site Administration

The COR will be available at the site to inspect the work as it progresses. The COR is not authorized to make technical decisions or give technical directions; the Contractor or the Contractor’s Superintendent must contact the COR regarding such decisions and directions.

The Contractor shall have a competent superintendent (the Contractor’s Superintendent) who is (i) deemed acceptable to the Government; (ii) authorized to act on the Contractor’s behalf; and (iii) to be present on the job site at all times when contract work is being performed.

G.7 1452.201-70 Authorities and Delegations (Sep 2011)

The Contracting Officer is the only individual authorized to enter into or terminate this contract, modify any term or condition of this contract, waive any requirement of this contract, or accept nonconforming work.

(a) The Contracting Officer will designate a Contracting Officer’s Representative (COR) at time of award. The COR will be responsible for technical monitoring of the contractor’s performance and deliveries. The COR will be appointed in writing, and a copy of the appointment will be furnished to the Contractor. Changes to this delegation will be made by written changes to the existing appointment or by issuance of a new appointment.

The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or execute any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause;

(a) The Contracting Officer is the only individual authorized to enter into or terminate this contract, modify any term or condition of this contract, waive any requirement of this contract, or accept nonconforming work.

(b) The Contracting Officer will designate a Contracting Officer’s Representative (COR) at time of award. The COR will be responsible for technical monitoring of the contractor’s performance and deliveries. The COR will be appointed in writing, and a copy of the appointment will be furnished to the Contractor. Changes to this delegation will be made by written changes to the existing appointment or by issuance of a new appointment.

The COR is not authorized to perform, formally or informally, any of the following actions:

(1) Promise, award, agree to award, or sign any contract, contract modification, or notice of intent that changes or may change this contract;

(2) Waive or agree to modification of the delivery schedule;

(3) Make any final decision on any contract matter subject to the Disputes Clause; COR.

(g) Any action(s) taken by the Contractor, in response to any direction given by any person acting on behalf of the Government or any Government official other than the Contracting Officer or the COR acting within his or her appointment, shall be at the Contractor’s risk. (End of clause)

Section H – Special Contract Requirements

H.1 Executive Order 13513 Prohibition on Text Messaging and Using Electronic Equipment Supplied by the Government While Driving as prescribed in Federal Leadership on Reducing Text Messaging While Driving.

Prohibition on Text Messaging and Using Electronic Equipment Supplied by the Government while Driving (Oct 2009) This Executive Order introduces a Federal Government-wide Prohibition on the use of text messaging while driving on official business or while using Government–supplied equipment. Additional guidance enforcing the ban will be issued at a later date. In the meantime, please adopt and enforce policies that immediately ban text messaging while driving company-owned or –rented vehicles, government-owned or leased vehicles, or while driving privately owned vehicles when on official government business or when performing any work for or on the behalf of the government.

(End of order)

H.2 Generic Gender Terminology

Except where stipulated by the Federal Acquisition Regulations, the use of terms such as he, she, his, and her are not to be interpreted as implying other than neutral gender terms such as “it” or “their”.

H.3 Safety

The Contractor is responsible for establishing and maintaining compliance with all applicable laws, regulations, rules, and standards, including without limitation, those regulations, rules, and standards, promulgated for the administration and enforcement of the following laws: the Occupational Safety and Health Act (OSHA) or Federally approved State equivalent(s); the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) as amended by Superfund Amendments and Reauthorization Act (SARA); Emergency Planning and Community Right-to-Know Act (EPCRA); Clean Air Act (CAA); Clean Water Act (CWA) and Toxic Substances Control Act (TSCA); and Solid Waste Disposal Act (SWDA), as amended by Resource Conservation and Recovery Act (RCRA).

H.4 Work Hours

Normal work hours are from 7:30 a.m. through 4:00 p.m., Monday through Friday. Contractor will not be permitted to work at the job site on Saturday, Sunday, or legal holidays unless the CO authorizes otherwise.

H.5 Contractor Employees

a) The Contractor will dispose all debris, rubbish and non-useable material from the site and all federal property in a manner that meets federal, state, county, and local laws.

b) The Contractor shall furnish sufficient personnel to perform, supervise and manage all work.

c) The Contractor employees shall conduct themselves in a proper, efficient, courteous, and business-like manner.

d) The Contractor shall remove from the site any individual whose continued employment the CO deems to be contrary to public interest or inconsistent with the National Park Service’s policies.

H.6 Permits

Contractor shall, without additional expense to the government, obtain all appointments, licenses, and permits required to perform work under this contract. Contractor will provide evidence of all permits and licenses to the CO before the work begins and will always display them on the job site.

H.7 Quality of Work

Workmanship shall be of the highest quality and the best trade practices. Contractor shall conform to all requirements of the state and county code, ANSI A 10.6, and applicable codes of the National Fires Protection Association. All replacement materials shall conform to the manufacturer specifications and standards. Substitute items shall be equal to or better that the original material and must be approved by the Government.

H.8 DOI ELECTRONIC INVOICING Electronic Invoicing and Payment Requirements - Invoice Processing Platform (IPP) (Feb 2021)

Payment requests must be submitted electronically through the U. S. Department of the Treasury's Invoice Processing Platform System (IPP).

"Payment request" means any request for contract financing payment or invoice payment by the Contractor. To constitute a proper invoice, the payment request must comply with the requirements identified in the applicable Prompt Payment clause included in the contract, or the clause 52.212-4 Contract Terms and Conditions - Commercial Items included in commercial item contracts. The IPP website address is: https://www.ipp.gov.

Under this contract, the following documents are required to be submitted as an attachment to the IPP invoice [Contracting Officer to edit and include the documentation required under this contract]:

Contractors Invoice

The Contractor must use the IPP website to register access and use IPP for submitting requests for payment. The Contractor Government Business Point of Contact (as listed in SAM) will receive enrollment instructions via email from the Federal Reserve Bank of St. Louis (FRBSTL) within 3 - 5 business days of the contract award date. Contractor assistance with enrollment can be obtained by contacting the IPP Production Helpdesk via email IPPCustomerSupport@fiscal.treasury.gov or phone

(866) 973-3131.

If the Contractor is unable to comply with the requirement to use IPP for submitting invoices for payment, the Contractor must submit a waiver request in writing to the Contracting Officer with its proposal or quotation.

(End of Local Clause)

LOC-DOI AGENCY PROTESTS - Agency Protests

Agency Protests

(a) Interested parties may request an independent review at a level above the Contracting Officer of protests filed directly with the agency. This review is available as an alternative to consideration of the protest by the Contracting Officer or as an appeal of the Contracting Officer's response to the protest.

An interested party may:

(1) Protest to the Contracting Officer;

(2) Protest directly to the Bureau Procurement Chief without first protesting to the Contracting

Officer; or

(3) Appeal a contracting officer’s decision to the Bureau Procurement Chief.

(4) Requests for Bureau Procurement Chief review should be addressed to:

Yanick Bard East Major Acquisition Buying Office National Park Service Email: Yanick_bard@nps.gov Tel: (470) 430-9327

(c) Requesting independent agency review will not extend the Government Accountability Office’s (GAO’s) timeliness requirements. Any subsequent protest to the GAO must be filed within ten days of knowledge of initial adverse agency action (see 4 CFR 21.2(a)(3).)

(End of Local Clause)

Section I – Contract Clause

I.1 52.252-2 Clause 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 address: http://www.acquisition.gov

Clause Title Date 1452.203-70 Restriction on Endorsements Jul 1996 1452.215-70 Examination of Records by the Department of the Interior Apr 1984 1452.224-1 Privacy Act Notification (July 1996) Deviation Jul 1996 1452.236-70 Prohibition Against Use of Lead-based Paint Jul 1996 52.202-1 Definitions Jun 2020 52.203-3 Gratuities Apr 1984 52.203-5 Covenant Against Contingent Fees May 2014 52.203-6 Restrictions on Subcontractor Sales to the Government June 2020 52.203-7 Anti-Kickback Procedures Jun 2020 52.203-8 Cancellation, Rescission, and Recovery of Funds for

Illegal or Improper Activity May 2014

52.203-12 Limitation on Payments to Influence Certain Federal Transactions

Jun 2020

52.203-16 Preventing Personal Conflicts of Interest Jun 2020 52.203-17 Contractor Employee Whistleblower Rights and

Requirement to Inform Employees of Whistleblower Rights

Nov 2023

52.203-19 Prohibition on Requiring Certain Internal Confidentiality or statements

Jan 2017

52.204-1 Approval of Contract Dec 1989 52.204-9 Personal Identify Verification of Contractor Personnel Jan 2011 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards Jun 2020

52.204-13 System for Award Management Maintenance Oct 2018 52.204-14 Service Contract Reporting Requirements Oct 2016 52.204-16 Commercial and Government Entity Code Reporting Aug 2020 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

52.204-22 Alternative Line Item Proposal Jan 2017 52.204-23 Prohibition on Contracting for Hardware, Software, and

Services Developed or Provided by Kaspersky Lab and Other Covered Entities.

Dec 2023

52.204-24 Representation Regarding Certain Telecommunications and Video

Nov 2021

52.204-25

Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

52.204-26 Video Surveillance Service and Equipment Covered Telecommunications Equipment or Services- Representation

Oct 2020

52.204-27

Prohibition on a ByteDance Covered Application

June 2023

52.208-9 Contractor Use of Mandatory Sources of Supply or Services May 2014

52-209-1

Qualification Requirements

Feb 1995

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

52.209-12 Certification Regarding Tax Matters Oct 2020

52.212-1 Instruction to Offerors – Commercial Items Sept 2023

52.212-4 Contract Terms and Conditions – Commercial Products and Commercial Services

Nov 2023

52.215-2 Audit and Records–Negotiation Jun 2020

52.215-6 Place of Performance Oct 1997

52.215-8 Order of Precedence–Uniform Contract Format Oct 1997 52.216-23 Execution and Commencement of Work Apr 1984 52.216-24 Limitation of Government Liability Apr 1984 52.216-25 Contract Definitization Oct 2010 52.216-25 Contract Definitization – Alternate 1 Apr 1984 52.217-6 Option to Increase Quantity Mar 1989 52.217-8 Option to Extend Services Nov 1999 52.217-9 Option to Extend the Terms of the Contract Mar 2000 52.219-6 Notice of Total Small Business Set-Aside Nov 2020 52.219-8 Utilization of Small Business Concerns Jan 2025 52.219-28 Post-Award Small Business Program Representation Jan 2025

52.222-1 Notice to the Government of Labor Disputes Feb 1997 52.222-3 Convict Labor Jun 2003 52.222-26 Equal Opportunity Sept 2016 52.222-35 Equal Opportunity for Veterans Jun 2020 52.222-36 Affirmative Action for Workers with Disabilities Jun 2020

52.222-37 Employment Reports on Veterans Jun 2020 52.222-50 Combating Trafficking in Persons Nov 2021

52.222-50

Combating Trafficking in Persons – Alterante I

Mar 2015

52.222-55 Minimum Wages Under Executive Order 13658 Jan 2022 52.222-56 Certification Regarding Trafficking in Persons Compliance

Plan Oct 2020

52.222-62 Paid Sick Leave Under Executive Order 13706 Jan 2022 52.223-3 Hazardous Material Identification and Material Safety Data Feb 2021 52.223-5 Pollution Prevention and Right-to-Know Information May 2024 52.223-10 Waste Reduction Program (DEVIATION FEB 2025) May 2024 52.223-23 Sustainable Products and Services (DEVIATION FEB 2025) May 2024

52.225-13

Restrictions on Certain Foreign Purchases

52.228-2 Additional Bond Security Oct 1997 52.228-5 Insurance – Work on a Government Installation Jan 1997 52.228-14 Irrevocable Letter of Credit Nov 2014

52.229-3 Federal, State, and Local Taxes Feb 2013 52.232-1 Payments Apr 1984 52.232-16 Progress Payments Nov 2021 52.232-17 Interest May 2014 52.232-18 Availability of Funds Apr 1984 52.232-19 Availability of Funds for the Next Fiscal Year Apr 1984 52.232-23 Assignment of Claims May 2014 52.232-39 Unenforceability of Unauthorized Obligations Jun 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors Mar 2023

52.233-1 Disputes May 2014 52.233-2 Service of Protest Sep 2006

52.233-3 Protest after Award Aug 1996 52.233-3 Protest after Award – Alternate 1 Jun 1985 52.233-4 Applicable Law for Breach of Contract Claim Oct 2004

52.236-14 Availability and Use of Utility Services Apr 1984

52.237-2 Protection of Government Buildings, Equipment, and Vegetation

Apr 1984

52.237-3 Continuity of Services Jan 1991 52.243-1 Changes-Fixed Price – Alternate l Apr 1984 52.244-6 Subcontracts for Commercial Products and Commercial

Services Jan 2025

52.246-20 Warranty of Services May 2001 52.247-21 Contractor Liability for Personal Injury and/or Property

Damage Apr 1984

52.249-2 Termination for Convenience of the Government (Fixed- Price)

Apr 2012

52.249-4 Termination for Convenience of the Government (Services) Apr 1984

52.252-4 Alterations in Contract Apr 1984 52.252-5 Authorized Deviations in Provisions Nov 2020

I.1 1452.204-70 Release of Claims – Department of the Interior (Jul 1996)

After completion of work and before final payment, the Contractor shall furnish the Contracting Officer with a release of claims against the United States relating to this contract. The Release of Claims form (DI-137) shall be used for this purpose. The form provides for exception of specified claims from operation of the release.

I.2 1452.228-70 Liability Insurance (Jul 1996)

(a) The Contractor shall procure and maintain during the term of this contract and any extension thereof liability insurance in form satisfactory to the Contracting Officer by an insurance company which is acceptable to the Contracting Officer. The named insured parties under the policy shall be the Contractor and the United States of America. The amounts of the insurance shall be not less than as follows:

1. Worker’s compensation and employer’s liability: $100,000

2. General Liability: $100,000 each person and $500,000 each occurrence

3. Property Damage: $100,000

(b) Each policy shall have a certificate evidencing the insurance coverage. The insurance company shall provide an endorsement to notify the Contracting Officer 30 days before the effective date of cancellation or termination of the policy or certificate; or modification of the policy or certificate which may adversely affect the interest of the Government in such insurance. The certificate shall identify the contract number, the name and address of the Contracting Officer, as well as the insured, the policy number, and a brief description of contract services to be performed. The contractor shall furnish the Contracting Officer with a copy of an acceptable insurance certificate before beginning the work.

(c) The Contractor shall name the United States, National Park Service, as the insured party(ties) on the liability insurance policy.

I.3 52.232-32 Performance-Based Payments (Apr 2012)

As prescribed in 32.1005 , insert the following clause:

Performance-Based Payments (Apr 2012)

a) Amount of payments and limitations on payments. Subject to such other limitations and conditions as are specified in this contract and this clause, the amount of payments and limitations on payments shall be specified in the contract’s description of the basis for payment.

(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of performance-based payments not more frequently than monthly, in a form and manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting Officer, all performance-based payments in any period for which payment is being requested shall be included in a single request, appropriately itemized and totaled. The Contractor’s request shall contain the information and certification detailed in paragraphs (l) and (m) of this clause.

(c) Approval and payment of requests.

(1) The Contractor shall not be entitled to payment of a request for performance-based payment prior to successful accomplishment of the event or performance criterion for which payment is requested. The Contracting Officer shall determine whether the event or performance criterion for which payment is requested has been successfully accomplished in accordance with the terms of the contract. The Contracting Officer may, at any time, require the Contractor to substantiate the successful performance of any event or performance criterion which has been or is represented as being payable.

(2) A payment under this performance-based payment clause is a contract financing payment under the Prompt Payment clause of this contract and not subject to the interest penalty provisions of the Prompt Payment Act. The designated payment office will pay approved requests on the _________ [Contracting Officer insert day as prescribed by agency head; if not prescribed, insert "30th"] day after receipt of the request for performance-based payment by the designated payment office. However, the designated payment office is not required to provide payment if the Contracting Officer requires substantiation as provided in paragraph (c)(1) of this clause, or inquires into the status of an event or performance criterion, or into any of the conditions listed in paragraph (e) of this clause, or into the Contractor certification. The payment period will not begin until the Contracting Officer approves the request.

(3) The approval by the Contracting Officer of a request for performance-based payment does not constitute an acceptance by the Government and does not excuse the Contractor from performance of obligations under this contract.

(d) Liquidation of performance-based payments.

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be liquidated by deducting a percentage or a designated dollar amount from the delivery payment. If the performance-based finance payments are on a delivery item basis, the liquidation amount for each such line item shall be the percent of that delivery item price that was previously paid under performance-based finance payments or the designated dollar amount. If the performance-based finance payments are on a whole contract basis, liquidation shall be by either predesignated liquidation amounts or a liquidation percentage.

(2) If at any time the amount of payments under this contract exceeds any limitation in this contract, the Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracting Officer, such excess shall be credited as a reduction in the unliquidated performance-based payment balance(s), after adjustment of invoice payments and balances for any retroactive price adjustments.

(e) Reduction or suspension of performance-based payments. The Contracting Officer may reduce or suspend performance-based payments, liquidate performance-based payments by deduction from any payment under the contract, or take a combination of these actions after finding upon substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (h) and (i) of this clause).

(2) Performance of this contract is endangered by the Contractor’s-

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition.

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary course of business.

(f) Title.

(1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture shall be immediately upon the date of the first performance-based payment under this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract.

(2) "Property," as used in this clause, includes all of the following described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices:

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment and other similar manufacturing aids, title to which would not be obtained as special tooling under paragraph (f)(2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract (e.g., the termination clauses) shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract, without requesting the Contracting Officer’s approval, provided that any significant reduction in the value of the property to which the Government has title under this clause is reported in writing to the Contracting Officer.

(5) In order to acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor shall obtain the Contracting Officer’s advance approval of the action and the terms. If approved, the basis for payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all performance-based payments, title shall vest in the Contractor for all property (or the proceeds thereof) not-

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. If any property is lost (see 45.101), the basis of payment (the events or performance criteria) to which the property is related shall be deemed to be not in compliance with the terms of the contract and not payable (if the property is part of or needed for performance), and the Contractor shall refund the related performance-based payments in accordance with paragraph (d) of this clause.

(h) Records and controls. The Contractor shall maintain records and controls adequate for administration of this clause. The Contractor shall have no entitlement to performance-based payments during any time the Contractor’s records or controls are determined by the Contracting Officer to be inadequate for administration of this clause.

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information requested by the Contracting Officer for the administration of this clause and to determine that an event or other criterion prompting a financing payment has been successfully accomplished. The Contractor shall give the Government reasonable opportunity to examine and verify the Contractor’s records and to examine and verify the Contractor’s performance of this contract for administration of this clause.

(j) Special terms regarding default. If this contract is terminated under the Default clause, (1) the Contractor shall, on demand, repay to the Government the amount of unliquidated performance-based payments, and (2) title shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the Government elects not to require delivery under the Default clause of this contract. The Government shall be liable for no payment except as provided by the Default clause.

(k) Reservation of rights.

(1) No payment or vesting of title under this clause shall-

(i) Excuse the Contractor from performance of obligations under this contract; or

(ii) Constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government’s rights and remedies under this clause-

(i) Shall not be exclusive, but rather shall be in addition to any other rights and remedies provided by law or this contract; and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(l) Content of Contractor’s request for performance-based payment. The Contractor’s request for performance-based payment shall contain the following:

(1) The name and address of the Contractor;

(2) The date of the request for performance-based payment;

(3) The contract number and/or other identifier of the contract or order under which the request is made;

(4) Such information and documentation as is required by the contract’s description of the basis for payment; and

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in paragraph (m) of this clause.

(m) Content of Contractor's certification. As required in paragraph (l)(5) of this clause, the Contractor shall make the following certification in each request for performance-based payment:

I certify to the best of my knowledge and belief that-

(1) This request for performance-based payment is true and correct; this request (and attachments) has been prepared from the books and records of the Contractor, in accordance with the contract and the instructions of the Contracting Officer;

(2) (Except as reported in writing on __________), all payments to subcontractors and suppliers under this contract have been paid, or will be paid, currently, when due in the ordinary course of business;

(3) There are no encumbrances (except as reported in writing on _________) against the property acquired or produced for, and allocated or properly chargeable to, the contract which would affect or impair the Government's title;

(4) There has been no materially adverse change in the financial condition of the Contractor since the submission by the Contractor to the Government of the most recent written information dated _____________; and

(5) After the making of this requested performance-based payment, the amount of all payments for each deliverable item for which performance-based payments have been requested will not exceed any limitation in the contract, and the amount of all payments under the contract will not exceed any limitation in the contract.

(End of clause)

I.4 52.212-3 Offeror Representations and Certifications – Commercial Products and Commercial Services (MAY 2024) [(DEVIATION FEB 2025)]

The offeror shall complete only paragraphs (b) of this provision if the Offeror has completed the annual representations and certification electronically via the System for Award Management (SAM) accessed through https://www.sam.gov. If the Offeror has not completed the annual representations and certifications electronically, the Offeror shall complete only paragraphs (c) through (v) of this provision.

(a) Definitions. As used in this provision--

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

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

Forced or indentured child labor means all work or service—

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

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

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

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

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

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

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

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

(3)PSG 88, Live Animals;

(4)PSG 89, Subsistence;

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

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

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

(8)PSC 9610, Ores;

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

(10)PSC 9630, Additive Metal Materials.

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

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

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

Restricted business operations means business operations in Sudan that include power production activities, mineral extraction activities, oil-related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174).

Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate—

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

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

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

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

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

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

Sensitive technology—

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

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

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

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

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

(1)

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

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

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

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

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

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

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

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

Small business concern—

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

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13 CFR 121.103.

Small disadvantaged business concern, consistent with 13 CFR 124.1001, means a small business concern under the size standard applicable to the acquisition, that—

(1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by—

(i)One or more socially disadvantaged (as defined at13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and

(ii)Each individual claiming economic disadvantage has a net worth not exceeding the threshold at 13 CFR 124.104(c)(2) after taking into account the applicable exclusions set forth at 13 CFR124.104(c)(2);

and

(2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition.

Subsidiary means an entity in which more than 50 percent of the entity is owned—

(1) Directly by a parent corporation; or

(2) Through another subsidiary of a parent corporation

Successor means an entity that has replaced a predecessor by acquiring the assets and carrying out the affairs of the predecessor under a new name (often through acquisition or merger). The term "successor" does not include new offices/divisions of the same company or a company that only changes its name.

The extent of the responsibility of the successor for the liabilities of the predecessor may vary, depending on State law and specific circumstances.

Veteran-owned small business concern means a small business concern—

(1)Not less than 51 percent of which is owned and controlled by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

Women-owned business concern means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose…