Sol_140P5422Q0047.pdf

140P5422Q0047

1. REQUEST NO.

5a. ISSUED BY

NAME

a. NAME

c. STREET ADDRESS

d. CITY

10. PLEASE FURNISH QUOTATIONS TO

THE ISSUING OFFICE IN BLOCK 5a ON

OR BEFORE CLOSE OF BUSINESS (Date)

2. DATE ISSUED 3. REQUISITION/PURCHASE REQUEST NO. 4. CERT. FOR NAT. DEF.

UNDER BDSA REG. 2

AND/OR DMS REG.1

RATING

6. DELIVERY BY (Date)

7. DELIVERY

9. DESTINATION

a. NAME OF CONSIGNEE

b. STREET ADDRESS

PAGE OF PAGES

5b. FOR INFORMATION CALL: (No collect calls)

TELEPHONE NUMBER

AREA CODE NUMBER

8. TO:

b. COMPANY

e. STATE f. ZIP CODE

c. CITY

d. STATE e. ZIP CODE

IMPORTANT: This is a request for information, and quotations furnished are not offers. If you are unable to quote, please so indicate on this form and return it to the address in Block 5a. This request does not commit the Government to pay any costs incurred in the preparation of the submission of this quotation or to contract for supplies or services. Supplies are of domestic origin unless otherwise indicated by quoter. Any representations and/or certifications attached to this Request for Quotations must be completed by the quoter.

11. SCHEDULE (Include applicable Federal, State and local taxes)

THIS RFQ

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER)

IS IS NOT A SMALL BUSINESS SET ASIDEX

08/22/2022 0040588716

1 2

40001 SR 9336

Homestead FL 33034

NPS, SER - South MABO 09/18/2023

NPS, Christiansted NHS

2100 Church Street #100 Christiansted

St. Croix

VI 00820

305 242-7792Noelli Medina

09/05/2022 1700 ED

FOB DESTINATION

OTHER

(See Schedule)X

ITEM NO.

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

Suggested Vendor: OLIVER EXTERMINATING, TERMINEX, AMERICAN PEST CONTROL

Suggested Buyer/CO: DERYCK CRUZ Header Text:

Annual service contract to provide pest management/control (ants, termites and other) of the historical structures and the grounds s urrounding Christiansted Historic, Sion Farm park housing and other park properties. Contract work is not-to-exceed (NTE) $25,000.00 of labor and/or parts as requested by the COR.

Period of Performance: 09/19/2022 to 09/18/2023

00010 Base Year - Pest Control Services Product/Service Code: R499 Product/Service Description: SUPPORT- Continued ...

12. DISCOUNT FOR PROMPT PAYMENT

a. 10 CALENDAR DAYS (%) b. 20 CALENDAR DAYS (%) c. 30 CALENDAR DAYS (%) d. CALENDAR DAYS

NUMBER PERCENTAGE

NOTE: Additional provisions and representations

13. NAME AND ADDRESS OF QUOTER

b. STREET ADDRESS

c. COUNTY

d. CITY e. STATE f. ZIP CODE

14. SIGNATURE OF PERSON AUTHORIZED TO

SIGN QUOTATION

16. SIGNER

a. NAME (Type or print)

c. TITLE (Type or print)

a. NAME OF QUOTER

AREA CODE

NUMBER

15. DATE OF QUOTATION

b. TELEPHONE are are not attached

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition not usable

STANDARD FORM 18 (REV. 6-95)

Prescribed by GSA - FAR (48 CFR) 53.215-1(a)

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 2

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

140P5422Q0047

PROFESSIONAL: OTHER

Delivery: 09/18/2023

00020 Option Year One 1 AU

(Option Line Item)

09/19/2023

Product/Service Code: R499

Product/Service Description: SUPPORT-

PROFESSIONAL: OTHER

Period of Performance: 09/19/2023 to 09/18/2024

00030 Option Year Two 1 AU

(Option Line Item)

09/19/2024

Product/Service Code: R499

Product/Service Description: SUPPORT-

PROFESSIONAL: OTHER

Period of Performance: 09/19/2024 to 09/18/2025

00040 Option Year Three 1 AU

(Option Line Item)

09/19/2025

Product/Service Code: R499

Product/Service Description: SUPPORT-

PROFESSIONAL: OTHER

Period of Performance: 09/19/2025 to 09/18/2026

00050 Option Year Four 1 AU

(Option Line Item)

09/19/2026

Product/Service Code: R499

Product/Service Description: SUPPORT-

PROFESSIONAL: OTHER

Period of Performance: 09/19/2026 to 09/18/2027

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

PEST CONTROL SERVICES

CHRISTIANSTED NATIONAL HISTORIC SITE

COMBINED SYNOPSIS AND SOLICITATION FOR COMMERCIAL ITEMS IAW FAR 12.603

GENERAL INFORMATION:

Document Type: Combined Synopsis and Solicitation Solicitation No: 140P5422Q0047 Product or Service Code: R499- Support- Professional: Other Set Aside: Total Small Business NAICS Code: 561710- Exterminating and Pest Control Services Size Standard: $15.5 M

IMPORTANT DATES:

Site Visit: 09:00AM EDT AUGUST 26, 2022 Questions Due: 05:00PM EDT AUGUST 30, 2022 Quotes Due: 05:00PM EDT SEPTEMBER 5, 2022

DESCRIPTION:

This is a combined synopsis/solicitation for a commercial item or service prepared in accordance with the format in the Federal Acquisition Regulation (FAR) 12.6, “Streamlined Procedures for Evaluation and Solicitation for Commercial Products and Commercial Services,” as supplemented with additional information included in this RFQ. This solicitation is a request for quote (RFQ) per the Scope of Work (SOW) attached and constitutes the only posting for this requirement. The solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2022- 07, effective 10 AUG 2022.

The National Park Service – Interior Region 2 – South Atlantic Gulf – South Contracting Office is seeking to award a contract for the procurement of pest control services for Christiansted National Historic Site in accordance with the SOW.

The Government intends to award a Firm-Fixed Price Contract to the firm that provides the best value to the Government based technical capability, approach, experience, and no active exclusions records in SAM.gov. An exclusion record identifies parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits. Exclusions are also referred to as suspensions and debarments. All items and work completed are to be in accordance with the SOW provided without conducting discussions in accordance with FAR 13.106-2. The resultant contract will be awarded using procedures in accordance with FAR Part 13.5 Simplified Procedures for Certain Commercial Products and Commercial Services. Companies must have a valid Unique Entity ID (UEI) number and an active System for Award Management (www.sam.gov) registration. An offeror must ensure that they are self-certified under NAICS 561710 in the Representations and Certifications portion of www.sam.gov.

QUESTIONS:

Email any questions before 05:00PM EDT AUGUST 30, 2022, to noelli_medina@nps.gov to be considered with subject line: QUESTIONS – 140P5422Q0047. Answers to questions will be posted to SAM.gov as an amendment in the same manner as this RFQ. It is the offeror’s responsibility to check for updated information. No oral or late questions will be accepted.

http://www.sam.gov/ http://www.sam.gov/

DUE DATE FOR QUOTES:

All responsible sources may submit a quotation NO LATER THAN September 5, 2022, 05:00PM EDT.

Quotes shall be sent via email to noelli_medina@nps.gov with subject line: RFQ – 140P5422Q0047. All quoters shall complete blocks 13,14,15 through 16c of the solicitation form (SF18), the price schedule below, and acknowledge (sign) any amendments issued to this solicitation. All eligible responsible sources may submit a quote which shall be considered by the National Park Service however, late submissions will be treated in accordance with FAR 52.212-1(f).

SITE VISIT:

A site visit is scheduled for Friday, August 26, 2022, at 9:00 AM EDT.

Address: Christiansted National Historic Site 2100 Church Street, Ste 100 Christiansted, VI 00820

Please call or Email: Kristen Ewen, kristen_ewen@nps.gov, 734-255-7767

PERFORMANCE AND PRICE SCHEDULE:

SCA WAGE DETERMINATION # WD 2015-5715 (REV. 16) DATED 07/28/2022 FOR VIRGIN ISLANDS

IS APPLICABLE.

All interest parties shall provide a quote for the following (on the SF18) and contractors must complete the table below:

Period of Performance (12 months)

Price

Base Year $

Option Year One $

Option Year Two $

Option Year Three $

Option Year Four $

TOTAL BASE + FOUR

OPTION YEARS

*The base year plus all option years have a not to exceed $30,000.00 per year. Offeror must also complete Attachment 002 and include this information in their quote.

PLACE OF PERFORMANCE:

Christiansted National Historic Site located in St. Croix, United States Virgin Islands. Visits and services after award must always be coordinated with COR.

mailto:kristen_ewen@nps.gov

THE FULL TEXT OF FAR CLAUSES MAY BE ACCESSED ELECTRONICALLY AT:

http://acquisition.gov/comp/far/index.html.

THE FOLLOWING CLAUSES ARE INCORPORATED BY REFERENCE:

52.202-1 Definitions JUN 2020 52.204-7 System for Award Management OCT 2018 52.204-13 System for Award Management Maintenance OCT 2018 52.204-16 Commercial and Government Entity Code Reporting AUG 2020

52.204-18 Commercial and Government Entity Code Maintenance AUG 2020

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

NOV 2021

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

NOV 2021

52.204-26 Covered Telecommunications Equipment or Services – Representation OCT 2020

52.209-6 Protecting the Government’s Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment

NOV 2021

52.212-1 Instructions to Offerors – Commercial Products and Commercial Services NOV 2021

52.212-3 Offeror Representation and Certifications – Commercial Products and Commercial Services

MAY 2022

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

NOV 2021

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

JUN 2020

52.232-1 Payments APR 1984 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.232-40 Providing Accelerated Payments to Small Business Subcontractors NOV 2021 52.242-15 Stop Work Order AUG 1989 52.243-1 Changes – Fixed – Price AUG 1987 52.246-2 Inspection of Supplies – Fixed Price AUG 1996 52.246-4 Inspection of Services – Fixed Price AUG 1996 52.249-4 Termination for Convenience of the Government (Services) (Short Form) APR 1984

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES

OR EXECUTIVE ORDERS – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

(MAY 2022)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, http://acquisition.gov/comp/far/index.html

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 (Nov 2021) (Section 1634 of Pub. L. 115-91).

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

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

(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 products and commercial services:

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

THE FOLLOWING SUBPARAGRAPHS OF FAR 52.212-5 ARE APPLICABLE:

52.203-6 Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) ( 41 U.S.C. 4704 and 10 U.S.C. 2402).

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L.

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

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

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

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

52.219-28 Post Award Small Business Program Rerepresentation (SEP 2021) (15 U.S.C. 632(a)(2)).

52.222-3 Convict Labor (JUN 2003)(E.O. 11755).

52.222-19 Child Labor-Cooperation with Authorities and Remedies (JAN 2022) (E.O.13126).

52.222-21 Prohibition of Segregated Facilities (APR 2015).

52.222-26 Equal Opportunity (SEPT 2016) (E.O. 11246).

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

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

52.222-40 Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.

13496).

52.222-50 Combating Trafficking in Persons (NOV 2021) (22 U.S.C. chapter 78 and E.O. 13627).

52.223-18 Encouraging Contractor Policies to Ban Text Messaging while Driving (JUN 2020) (E.O.

13513).

52.225-1 Buy American-Supplies (NOV 2021) (41 U.S.C chapter 83).

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

52.232-33 Payment by Electronic Funds Transfer-System for Award Management (OCT 2018) (31

U.S.C. 3332).

52.222-41 Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

52.222-42 Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C.

chapter 67).

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

2014) (29U.S.C.206 and 41 U.S.C. chapter 67).

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

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section6101&num=0&edition=prelim http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3

52.222-62 Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706).

CLAUSES INCORPORATED BY FULL TEXT

52.212-2 EVALUATION – COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV

2021)

(a) The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered. The following factors shall be used to evaluate offers:

1. Price

2. Technical capability, approach, and experience to meet the requirements in the SOW

3. No active SAM.gov exclusions

All factors will be weighed equally.

(b) Options. The Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option (s).

(c) A written notice of award or acceptance of an offer, mailed or otherwise furnished to the successful offeror within the time for acceptance specified in the offer, shall result in a binding contract without further action by either party. Before the offer ’s specified expiration time, the Government may accept an offer (or part of an offer), whether or not there are negotiations after its receipt, unless a written notice of withdrawal is received before award.

(End of provision)

52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions 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. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this address: WWW.ACQUISITION.GOV

(End of provision)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

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

(End of clause)

DIAR 1452.228-70 LIABILITY INSURANCE - DEPARTMENT OF THE INTERIOR (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:

http://www.acquisition.gov/ http://www.acquisition.gov/

$ 100,000 each person $ 500,000 each occurrence $ 500,000 property damage

(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 prior to 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 prior to beginning the work.

(End of clause)

DIAR 1452.201-70 AUTHORITIES AND DELEGATION (SEP 2011)

(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.

(c) 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;

(4) Terminate, for any reason, the Contractor's right to proceed;

(5) Obligate in any way, the payment of money by the Government.

(d) The Contractor shall comply with the written or oral direction of the Contracting Officer or authorized representative(s) acting within the scope and authority of the appointment memorandum. The Contractor need not proceed with direction that it considers to have been issued without proper authority. The Contractor shall notify the Contracting Officer in writing, with as much detail as possible, when the COR has taken an action or has issued direction (written or oral) that the Contractor considers to exceed the COR's appointment, within 3 days of the occurrence. Unless otherwise provided in this contract, the Contractor assumes all costs, risks, liabilities, and consequences of performing any work it is directed to perform that falls within any of the categories defined in paragraph (c) prior to receipt of the Contracting Officer's response issued under paragraph (e) of this clause.

(e) The Contracting Officer shall respond in writing within 30 days to any notice made under paragraph (d) of this clause. A failure of the parties to agree upon the nature of a direction, or upon the contract action to be taken with respect thereto, shall be subject to the provisions of the Disputes clause of this contract.

(f) The Contractor shall provide copies of all correspondence to the Contracting Officer and the 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)

DOI ELECTRONIC INVOICING ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS

- INVOICE PROCESSING PLATFORM (IPP) (APRIL 2013)

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: The contractor shall utilize the attachments feature in the lower right-hand corner of the IPP invoicing screen to attach a copy of invoices. Vendor invoice must include name and address of the Contractor; invoice date and number; contract number, description, quantity, unit of measure, unit price and extended price of the services provided and the completion date.

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 Boston (FRBB) 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 ippgroup@bos.frb.org 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 quotation.

(End of clause)

DOI 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;

3) Appeal a Contracting Officer’s decision to the Bureau Procurement Chief.

b) Request for Bureau Procurement Chief review should be address to:

Christian Sanabria, Contract Specialist Email: Christian_Sanabria@nps.gov

c) Requesting independent agency review will not extend the Government Accountability Office’s (GAO) timeliness requirements. Any subsequent protest to the GAO must be filed within 10 days of knowledge of initial adverse agency action (see 4 CFR 21.2 (a) (3).)

(End of clause) https://www.ipp.gov/ mailto:ippgroup@bos.frb.org

CLOSING REMARK:

All responsible quoters shall complete blocks 13,14,15 through 16c of the solicitation form (SF18). The SF18 is attached to this solicitation for pricing information only. Make sure to include your total price, your UEI number, and acknowledge any amendments in your email submitting your quote. This is a Small Business Set-Aside competed RFQ for commercial products or commercial services as defined in the SOW. The government intends to award a Firm Fixed Price Contract because of this combined synopsis and solicitation that will include the terms and conditions set forth herein.