Solicitation 47PJ0024R0108 MT Interstate FE_FFS.pdf

Montana Interstate Facilities Engineering and Full Facilities Services

REQUEST FOR PROPOSAL TO AWARD A SINGLE-AWARD

INDEFINITE-DELIVERY, INDEFINITE-QUANTITY CONTRACT

SOLICITATION NUMBER: 47PJ0024R0108

PROJECT: Montana Interstate Facilities Engineering & Full Facilities Services

SERVICES: Full facilities services including, but not limited to, facilities engineering operations and maintenance, custodial services, grounds maintenance, landscaping, snow removal, and integrated pest management services

LOCATION(S): Various GSA-PBS Properties Billings–Bozeman–Butte, Montana

PERIOD OF PERFORMANCE: Base: February 1, 2025 – January 31, 2026 Option I: February 1, 2026 – January 31, 2027 Option II: February 1, 2027 – January 31, 2028 Option III: February 1, 2028 – January 31, 2029 Option IV: February 1, 2029 – June 30, 2029 Option to Extend Services (up to Six Months): July 1, 2029 – December 31, 2029

Proposals Requested by

U.S. General Services Administration, Public Buildings Service

Rocky Mountain Region

Acquisition Management Division

SOLICITATION ISSUE DATE: July 31, 2024

PROPOSAL DEADLINE: September 20, 2024

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties GSA Contract No. [TBD at Award] Billings-Bozeman-Butte, MT

TABLE OF CONTENTS FOR IDIQ CONTRACT

Abbreviations & Definitions

Overview of RFP Information

Part A: Standard Form (SF) 1449

Establishment of Indefinite-Delivery, Indefinite-Quantity Contract for Commercial Services

Contract for Commercial Products and Commercial Services

Part B: Pricing Sheet

Pricing Sheet

Overhead and Profit

Markups

Labor Categories and Hourly Rates

Subcontracts

Price Catalogs and Prices Incorporated through Modification to the IDIQ Contract

Markups, Overhead, and Profit - Additional Services and Modifications

Price Reductions

Part C: Contract Clauses

Clauses Incorporated into the Contract by Reference

FAR 52.252-2 Clauses Incorporated by Reference (Feb 1998)

Contract Clauses included in Full Text

FAR 52.204-21 Basic Safeguarding of Covered contractor Information Systems (Nov 2021)

GSAR 552.212-4 Contract Terms and Conditions--Commercial Products and Commercial Services (Nov

2023) (FAR Deviation) (Jan 2023)

FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders--

Commercial Products and Commercial Services (May 2024)

GSAR 552.212-71 Contract Terms and Conditions Applicable to GSA Acquisitions of Commercial Products and Commercial Services (Nov 2023)

GSAR 552.212-72 Contract Terms and Conditions Required to Implement Statutes or Executive Orders

Applicable to GSA Acquisition of Commercial Products and Commercial Services (Oct 2023)

52.216-18 Ordering (Aug 2020)

52.216-19 Order Limitations (Oct 1995)

52.216-22 Indefinite Quantity(Oct 1995)

52.217-8 Option to Extend Services (Nov 1999)

52.217-9 Option to Extend the Term of the Contract (Mar 2000)

52.223-7-3 Notice of Radioactive Materials (Jan 1997)

52.237-3 Continuity of Services (Jan 1991)

Part D: Contract Documents, Exhibits, or Attachments

D.1 The Contract

D.2 Contract Terms and Conditions

D.3 Extent of Obligations

D.4 Place of Performance

D.5 Term of Contract

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

D.6 Performance Based Work Statement

D.7 General Description of Services

D.8 Contractor Personnel

D.8.1 Key Personnel

D.8.2 Staffing Plan

D.9 Quality Management System

D.10 Insurance

D.11 Labor Rates Schedule

D.12 IDIQ Task Order Pricing Structure

D.13 Ordering Procedures for Additional Work

D.13.1 Task Orders for Additional Work

D.13.2 Issuance of Task Orders for Additional Work

D.13.3 Additional Provisions for Task Orders

D.13.4 Reviewing the Price for Task Orders

D.13.5 Subcontracts for Additional Work

D.14 General Pricing Information

D.14.1 Proposed Hourly Rates

D.14.2 General Pricing Information for Additional Work

D.14.3 Travel

D.14.4 Other Direct Costs for Additional Work

D.14.5 Onsite Work for Services

D.14.6 Task Order Period of Performance

D.14.7 Individuals Authorized to Award Task Orders

D.14.7 Estimated Value of Additional Services, Above Standard Services, Work Orders, and Other

Unscheduled Work Activities under the IDIQ Contract

D.14.8 Reporting Task Orders

D.15 Regulations, Standards, and Publications

D.16 Collective Bargaining Agreement

D.16.1 Price Adjustments

D.16.2 Wage Determination

D.17 Invoice Submission

D.18 Failure to Perform

D.19 Government Points of Contact

D.20 Required Registration in the System for Award Management (SAM)

D.21 Contract Administration

D.22 Contractor Performance Information

D.23 Security

D.23.1 Security Requirements and Personal Identity Verification Procedures (Non-Classified Contract)

D.23.2 GSAR 552.204-9 Personal Identity Verification Requirements (Apr 2023)

D.23.3 GSAR 552.237-71 Qualifications of Employees (MAY 1989)

D.23.4 Security Requirements and Site Access

D.24 Identification Credential

D.25 Escort Requirements

D.26 Removal from Contract Work

D.27 Information on Security Clearances and Escorting

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

D.28 List of Attachments

(List of Documents, Exhibits and Other Attachments)

Part E: Instructions, Conditions, Provisions, and Notices to Offerors

Overview, General Information, and Instructions

Purpose

North American Identification Classification System (NAICS) Code, Small Business Size Standard, and Set-

Aside Status

The Contract

General Method of Acquisition

Acquisition Schedule

FAR 52.212-1 Instructions to Offerors--Commercial Products and Commercial Services (Sep 2023)

Additional Proposal Instructions and Details

Format for submission of proposals

Restrictions on disclosure and use of data

Incorporation of offeror’s written technical solutions and proposal

Failure to meet submission and eligibility requirements

Additional Instructions

Commitment of Public Funds

Contractor Teaming Arrangements and Joint Ventures (JV)

Pre-Proposal Conference and Site Visits

Requests for Information

Other Provisions Incorporated in Full Text

FAR 52.216-1 Type of Contract (Apr 1984)

FAR 52.233-2 Service of Protest (Sept 2006)

Provisions for Options

FAR 52.217-5 Evaluation of Options (Jul 1990)

GSAR 552.217-71 Notice Regarding Option(s) (Nov 1992)

Representations, Certifications, and Other Statements from Offerors

Provisions Incorporated by Reference

Representations and Certifications

FAR 52.203-2 Certificate of Independent Price Determination (Apr 1985)

FAR 52.212-3 Offeror Representations and Certifications—Commercial Products and Commercial

Services (May 2024)

FAR 52.204-24 Representation Regarding Certain Telecommunication and Video Surveillance Services or Equipment (Nov 2021)

Part F: Evaluation Factors for Award

F.1 Overview

F.1.1 Best Value Selection Process

F.1.2 Options

F.1.3 Tradeoff Process

F.1.4 First-Tier Subcontractor Capabilities, Past Performance, and Experience

F.2 Definitions and Submission Information

F.2.1 Definitions

F.2.2 Instructions on Submitted Similar Projects:

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

F.3 Quality Management System

F.4 Staffing Plan

F.5 Relevant Experience

F.6 Past Performance

F.7 Energy Optimization Approach

F.8 Socioeconomic Status

F.9 Price Proposal

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

ABBREVIATIONS & DEFINITIONS

Abbreviations

CBA – collective bargaining agreement

CO – contracting officer

COR – contracting officer’s representative

CS – contract specialist

GSA – General Services Administration

PBS – Public Buildings Service

ODC – other direct cost

IDIQ – indefinite-delivery, indefinite-quantity

RFP – Request for Proposal

Definitions

Above Standard Services means services such as overtime utilities or agency equipment repair and maintenance not covered in the monthly price of the recurring Basic Services

Additional Services means any services related to the operations, maintenance, repairs, systems upgrades, and system operation, or any other services that are within scope, but that need additional project requirements

Additional Work means any work within the general scope of the Contract that is not part of the Basic

Services, and that requires an ordering Contracting Officer to issue a separate IDIQ task order prior to the commencement of any work authorized GSA ordering CO or ordering CO means a GSA employee designated to support the Rocky

Mountain Region in the Acquisition Division, Colorado Property Management, Small Projects Branch in the Design & Construction Division, or individual GSA employee identified by the ordering CO

Basic Services means the recurring services described in the Specification which are paid for periodically on a monthly basis

IDIQ Contract (also referred to as “the Contract”) means all the Contract Documents referred to in

Section B.1.1. of this document

IDIQ contracting officer means the GSA contracting officer authorized to administer the IDIQ

Contract

Contract Documents Please refer to Section B.1.1 of this document for the definition.

Pricing Sheet means the Contractor’s pricing details that constitutes and is made part of the Contract, and any written modifications made to the pricing thereafter

Contractor means the prime contractor awarded the single-award IDIQ contract for the Montana

Interstate Full Facilities Services requirement ordering Contracting Officer means a GSA contracting officer with the appropriate warrant to place task orders against the underlying single-award BPA

Other Services and Supplies means any services, labor, subcontracts, supplies, materials, parts, components, assemblies, hardware, tools, consumables, equipment, and other items required for work within the scope of the Specification and BPA

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties performance based work statement means the National Consolidated Facilities Engineering

Specification for the Montana Interstate Facilities Engineering and Full Facilities Services (also referred to as “the Specification”) various GSA-PBS properties or covered GSA-PBS properties means the properties described in

Section G.1 Place of Performance

Work Order (also referred to as a Work Request) means any type of order (either manually entered or generated automatically) documented and entered into the NCMMS and may be either performed as part of Contract Basic Services or Additional Work depending on the specific scope of the activity

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

OVERVIEW OF RFP INFORMATION

General Purpose and Announcement of Project Opportunity. The General Services Administration

(GSA), Public Buildings Service (PBS), Region 8 (hereinafter also referred to as “Region 8”) is seeking a solution to provide facilities engineering, operations and maintenance, custodial services, grounds maintenance, landscaping, snow removal, integrated pest management, and other related services

(hereinafter also referred to as “full facilities services”).

Region 8 will issue a single-award indefinite-delivery, indefinite-quantity (IDIQ) contract to one (1) offeror that provides the overall best value solution to the Government. The RFP establishes specific instructions, procedures, and rules for offerors to follow in the preparation and submission of proposals.

Small Business Set Aside Notice. Region 8 is setting aside the requirements described in this solicitation and documents attached to this announcement as a TOTAL SMALL BUSINESS SET-ASIDE.

Term of Agreement. Region 8 expects to make an award around December 2024. Details on the acquisition schedule are located in Section L.1.6. The offeror awarded the IDIQ contract is anticipated to work with the contractor(s) currently performing the full facilities services covered by the newly awarded IDIQ contract to facilitate a transition of services. The anticipated date for complete turnover of the responsibilities for performance of services under this contract is February 1, 2025. The Contract includes a one-year base year of Basic Services from February 1, 2025 - January 31, 2026 with three (3), one-year options and one (1), five-month (5) option thereafter. The Contract term also includes the option for the Government to extend services up to an additional six (6) months in accordance with FAR 52.217-8.

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

PART A: STANDARD FORM (SF) 1449

See attached Standard Form 1449.

Establishment of Indefinite-Delivery, Indefinite-Quantity Contract for Commercial Services

The bilaterally signed Standard Form 1449 (SF 1449) establishes a Indefinite-Delivery, Indefinite-

Quantity (IDIQ) contract for the ordering of Basic Services, Additional Services, Above Standard Services, Additional Work, Work Orders, repairs (including non-reimbursable repairs, partially reimbursable repairs, and fully reimbursable repairs), or other work within the scope of the Contract and, specifically, the National

Consolidated Facilities Engineering Specification (“the Specification”). The Contract further provides a means to order services, supplies, materials, components, assemblies, hardware, parts, tools, equipment, subcontracts, ancillary repairs and alterations, and other items for the facilities engineering, operations and maintenance, custodial services, landscaping, grounds maintenance, snow removal, integrated pest management services, and other related services at the various GSA-PBS properties covered by the

Specification. Pricing details are shown in the Pricing Sheet described in Part B of this Contract.

Contract for Commercial Products and Commercial Services

The SF 1449, Contract for Commercial Products and Commercial Services, specifies the item numbers, quantities, units, unit prices, and available supplies and services for purchase. The SF 1449 includes contract line item numbers for indefinite quantities as a means for the Government to issue task orders for Additional Work within the scope of the Specification.

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

PART B: PRICING SHEET

Pricing Sheet

See incorporated Pricing Sheet. The labor categories, labor rates, amounts, prices, overhead rates, general and administrative (G&A) rate, profit rate, and markups in the Pricing Sheet are incorporated by reference and made part of the Contract. The Government may order any work (including Basic Services, modifications to Basic Services, Additional Services, Above Standard Services, Additional Work, Partially

Reimbursable Services, Fully Reimbursable Repairs, and modifications to the scope of any task orders) within the scope of the Contract at the pre-negotiated labor rates, amounts, prices, overhead, G&A rates, profit, and markups.

Overhead and Profit

The fully burdened labor rates incorporated through the Pricing Sheet include overhead and profit. The

Contractor shall not apply overhead and profit to any fully burdened labor rates. The Contractor may provide lower overhead and profit rates or amounts as compared to the overhead and profit rates or amounts in the

Pricing Sheet.

Markups

The Contractor shall not apply markups to any fully burdened labor rates. Unless otherwise agreed to by the parties through written modification to this Contract, markups in the Pricing Sheet are incorporated into the Contract as maximums for any task orders.

Labor Categories and Hourly Rates

For task orders placed against this Contract, the hourly rates for Additional Work and Additional

Services must be less than or equal to the rates and prices in the Pricing Sheet. Unless otherwise agreed to by the parties through written modification to this Contract, the rates in the Pricing Sheet are the applicable unit prices to any modifications (whether an increase in price or decrease in price) to the Basic Services or any task order placed against this Contract. The Contractor may propose more favorable hourly rates than in the Pricing Sheet.

The Contractor’s base wage labor rates and fringe benefits must always comply with the minimum wage rates and fringe benefits in any applicable Collective Bargaining Agreements. If the labor category is not covered by a collective bargaining agreement, then the Contractor must comply with the minimum wage rate and fringes as provided by the Service Contract Labor Standards and as required by the prevailing wage determination for the locality, as incorporated into this Contract for the locality.

Subcontracts

The Contractor must clearly identify any subcontracts in the pricing. The contractor must utilize any pre-negotiated markup, as applicable, for any subcontracted work.

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

Price Catalogs and Prices Incorporated through Modification to the IDIQ Contract

The Contractor and Government may reach a mutual agreement to incorporate into the Contract any price catalogs available for supplies, materials, parts, components, and equipment. Prices in published pricelists and catalogs may be purchased by the Government at the established prices. The parties may negotiate unit prices for any other services and supplies within the scope of the Contract as part of the

Pricing Sheet.

Markups, Overhead, and Profit - Additional Services and Modifications

See Pricing Sheet.

Price Reductions

The Contractor must at least match the pricing in the incorporated Pricing Sheet. The Contractor may propose additional price reductions to prices and rates in the Pricing Sheet or any task order placed against this

IDIQ contract. The Contractor must clearly show the applied price reductions in its proposal.

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

PART C: CONTRACT CLAUSES

Clauses Incorporated into the Contract by Reference FAR 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 https://www.acquisition.gov/.

NUMBER TITLE DATE

GSAR 52.215-70 Examination of Records by GSA

Jun 2016

FAR 52.223-2 Affirmative Procurement of Biobased Products under Service Contracts

May 2024

FAR 52.223-3 Hazardous Material Identification and Material Safety Data

Feb 2021

FAR 52.223-5 Pollution Prevention and Right-to-Know May 2024

FAR 52.223-10 Waste Reduction Program May 2024

FAR 52.224-1 Privacy Act Notification Apr 1984

FAR 52.224-2 Privacy Act

Apr 1984

FAR 52.237-2 Protection of Government Buildings, Equipment, and Vegetation Apr 1984

FAR 52.242-15 Stop-Work Order Aug 1989

FAR 52.248-1 Value Engineering Jun 2020

Contract Clauses included in Full Text FAR 52.204-21 Basic Safeguarding of Covered contractor Information Systems (Nov 2021)

(a) Definitions. As used in this clause—

Covered contractor information system means an information system that is owned or operated by a contractor that processes, stores, or transmits Federal contract information.

Federal contract information means information, not intended for public release, that is provided by or generated for the Government under a contract to develop or deliver a product or service to the Government, but not including information provided by the Government to the public (such as on public websites) or simple transactional information, such as necessary to process payments.

Information means any communication or representation of knowledge such as facts, data, or opinions, in any medium or form, including textual, numerical, graphic, cartographic, narrative, or audiovisual (Committee on

National Security Systems Instruction (CNSSI) 4009).

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information ( 44 U.S.C. 3502).

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Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

Safeguarding means measures or controls that are prescribed to protect information systems.

(b) Safeguarding requirements and procedures.

(1) The Contractor shall apply the following basic safeguarding requirements and procedures to protect covered contractor information systems. Requirements and procedures for basic safeguarding of covered contractor information systems shall include, at a minimum, the following security controls:

(i) Limit information system access to authorized users, processes acting on behalf of authorized users, or devices (including other information systems).

(ii) Limit information system access to the types of transactions and functions that authorized users are permitted to execute.

(iii) Verify and control/limit connections to and use of external information systems.

(iv) Control information posted or processed on publicly accessible information systems.

(v) Identify information system users, processes acting on behalf of users, or devices.

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a prerequisite to allowing access to organizational information systems.

(vii) Sanitize or destroy information system media containing Federal Contract Information before disposal or release for reuse.

(viii) Limit physical access to organizational information systems, equipment, and the respective operating environments to authorized individuals.

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and control and manage physical access devices.

(x) Monitor, control, and protect organizational communications (i.e., information transmitted or received by organizational information systems) at the external boundaries and key internal boundaries of the information systems.

(xi) Implement subnetworks for publicly accessible system components that are physically or logically separated from internal networks.

(xii) Identify, report, and correct information and information system flaws in a timely manner.

(xiii) Provide protection from malicious code at appropriate locations within organizational information systems.

(xiv) Update malicious code protection mechanisms when new releases are available.

(xv) Perform periodic scans of the information system and real-time scans of files from external sources as files are downloaded, opened, or executed.

(2) Other requirements. This clause does not relieve the Contractor of any other specific safeguarding requirements specified by Federal agencies and departments relating to covered contractor information systems generally or other Federal safeguarding requirements for controlled unclassified information (CUI) as established by Executive Order 13556.

(c) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of commercial products or commercial services, other than commercially available off-the-shelf items), in which the subcontractor may have Federal contract information residing in or transiting through its information system.

(End of clause)

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

GSAR 552.212-4 Contract Terms and Conditions--Commercial Products and Commercial Services (NOV 2023)

(FAR DEVIATION) (JAN 2023)

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

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

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

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

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

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

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

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the

Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

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

(i) Name and address of the Contractor;

(ii) Invoice date and number;

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

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

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

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Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

(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.

(g)(2) The due date for making invoice payments by the designated payment office is the later of the following two events:

(i) The 10th day after the designated billing office receives a proper invoice from the Contractor. If the designated billing office fails to annotate the invoice with the date of receipt at the time of receipt, the invoice payment due date shall be the 10th day after the date of the Contractor’s invoice;

provided the Contractor submitted a proper invoice and no disagreement exists over quantity, quality, or Contractor compliance with contract requirements.

(ii) The 10th day after Government acceptance of supplies delivered or services performed by the

Contractor.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.- (1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act ( 31

U.S.C.3903) and prompt payment regulations at 5 CFR Part 1315.

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

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

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-https://www.acquisition.gov/far/part-52#FAR_52_232_33 https://www.acquisition.gov/far/part-52#FAR_52_232_34 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_212_5

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

(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 payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the

Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR

32.608-2 in effect on the date of this contract.

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

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Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

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

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

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

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The

Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the

Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter

87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to

Government Contracts, Unauthorized Obligations, and Commercial Supplier Agreements - Unenforceable Clauses paragraphs of this clause.

(3) The clause at 52.212-5.

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

(4) Addenda to this solicitation or contract, including any commercial supplier agreements as amended by the

Commercial Supplier Agreements -Unenforceable Clauses provision.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449. (8)

(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 commercial supplier agreement (as defined in 502.101) that includes any language, provision, or clause requiring the Government to pay any future fees, penalties, interest, legal costs or 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 language, provision, or 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 commercial supplier agreement. If the commercial supplier 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 language, provision, or clause is deemed to be stricken from the commercial supplier agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification or any other payment 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.

(w) Commercial supplier agreements unenforceable clauses. When any supply or service acquired under this contract is subject to a commercial supplier agreement (as defined in 502.101), the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement:

(1) Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the U.S. Government, the following shall apply:

(i) Applicability. This agreement is a part of a contract between the commercial supplier and the U.S.

Government for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders under FAR 12).

(ii) End user. This agreement shall bind the ordering activity as end user but shall not operate to bind a

Government employee or person acting on behalf of the Government in his or her personal capacity.

(iii) Law and disputes. This agreement is governed by Federal law.

https://www.acquisition.gov/gsam/part-502#GSAM_502_101 https://www.acquisition.gov/gsam/part-502#GSAM_502_101

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

(A) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S.

territory, district, or municipality, or a foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted.

(B) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted.

(C) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

(iv) Continued performance. The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as allowed by this contract. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes

Act or other applicable Federal statute while continuing performance as set forth in subparagraph (d)

(Disputes).

(v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal

Access to Justice Act).

(vi) Updating terms. (A) After award, the contractor may unilaterally revise commercial supplier agreement terms: if they are not material. A material change is defined as:

(1) Terms that change Government rights or obligations;

(2) Terms that increase Government prices;

(3) Terms that decrease overall level of service; or

(4) Terms that limit any other Government right addressed elsewhere in this contract.

(B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract using a bilateral modification.

(C) Any agreement license terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the Government, and the Government shall not be deemed to have consented to them.

(vii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by an authorized Government representative.

(viii) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.

(ix) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows:

(A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order.

(B) This charge, if disputed by the ordering activity, will be resolved in accordance with subparagraph (d) (Disputes) through the Disputes clause at 552.212-4(d); no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process.

(C) Any audit requested by the contractor will be performed at the contractor's expense, without reimbursement by the Government.

https://www.acquisition.gov/gsam/part-552#GSAM_552_212_4

Project Requirement: Montana Interstate Facilities Engineering & Full Facilities Services Various GSA-PBS Properties

(x) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing unless specifically agreed to otherwise in the Government contract.

(xi) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under subparagraph (b) of this clause.

(xii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed

“confidential information.” Issues regarding release of “unit pricing” will be resolved consistent with the

Freedom of Information Act. Notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement.

(2) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (w)(1), the language, provisions, or clause of paragraph (w)(1) shall prevail to the extent of such inconsistency.

FAR 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders--Commercial

Products and Commercial Services (May 2024)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)

(section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.

113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by

Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

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

Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

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

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

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 ( 19

U.S.C. 3805 note)).

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

✓ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV

2021) ( 41 U.S.C. 4704 and 10 U.S.C. 4655).

https://www.acquisition.gov/far/part-52#FAR_52_203_19 https://www.acquisition.gov/far/part-52#FAR_52_204_23 https://www.acquisition.gov/far/part-52#FAR_52_204_25 https://www.acquisition.gov/far/part-52#FAR_52_209_10 https://www.acquisition.gov/far/part-52#FAR_52_232_40 https://www.govinfo.gov/link/uscode/31/3903 https://www.govinfo.gov/link/uscode/10/3801 https://www.acquisition.gov/far/part-52#FAR_52_233_3 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 https://www.acquisition.gov/far/part-52#FAR_52_233_4 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3 http://uscode.