W56HZV-20-Q-L230.pdf

Combined Synopsis/Solicitation For

Ground Vehicle Systems Center (GVSC) Facility Renovation Support Move

W56HZV-20-Q-L230

I. INTRODUCTION

This is a Combined Synopsis/Solicitation for commercial services prepared in accordance with the format in Subpart 12.6, as supplemented with additional information included in this notice. This announcement constitutes the only solicitation; proposals are being requested and a written solicitation will not be issued.

A. The Combined Synopsis Solicitation Request for Quote (RFQ) number is: W56HZV-20-Q-L230

B. The solicitation document and incorporated provisions and clauses are those in effect through the Federal Acquisition Circular (FAC) 2020-06/05-06-2020.

C. Small Business Set-Aside: 100%

D. The NAICS code applicable to this acquisition is 484210 with a size standard of $30 Million. Offeror must be certified under this NAICS code prior to receiving an award. This solicitation will result in only (1) award.

E. Posting Date: June 22, 2020

F. Response Date: 1:00 P.m. Eastern Standard Time (Warren, MI) June 29, 2020. Proposals must be submitted electronically to Contract Specialist, Diana Wend, (586) 282-2490 Email: Diana.l.wend.civ@mail.mil. Any questions must be submitted to the Contract Specialist, Diana Wend in writing. Offerors must be registered in System for Award Management (SAM) prior to receiving an award. Refer to website https:// www.sam.gov/SAM/

G. Contracting Office:

Army Contracting Command – Detroit Arsenal (ACC-DTA) 6501 E. Eleven Mile, Detroit Arsenal, MI 48397-5000.

H. This Combined Synopsis/Solicitation contains clauses and provisions requiring a fill-in or representation. Offeror shall submit a copy of this Combined Synopsis/Solicitation with their proposal and respond to these clauses and provisions accordingly. A failure to complete these fill-ins may cause your offer to be determined ineligible for award.

I. Basis for award – The proposed contract action is for services for which the Government intends to solicit and award a firm, fixed price contract to the lowest price.

J. The provisions at 52.212-1, Instructions to Offeror-Commercial, applies to this acquisition and any addenda to the provision. The evaluation procedures at 13.1-6 solicitation competition, evaluation of quotations or offers, award and documentation applies to this acquisition. The contractor shall include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Items, with its offer. The clause at 52.212-4, Contract Terms and Conditions-Commercial Items, applies to this acquisition and any addenda to the clause. The clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Items, applies to this acquisition and which, if any, of the additional FAR clauses cited in the clause are applicable to the acquisition. For the exact text and wording of clauses and provisions please see http://farsite.hill.af.mil. Any additional contract requirements or terms and conditions determined by the contracting officer to be necessary apply to this acquisition and are consistent with customary commercial practices. The Government contemplates an award of a Firm Fixed Price contract resulting from this solicitation. The Government intends to award one contract as a result of this solicitation; however, the Government reserves the right to award no contract at all, depending on the quality of offers submitted.

K. This acquisition is rated DOA4 under the Defense Priorities and Allocations System (DPAS).

II. GENERAL REQUIREMENT

The U.S. Army Ground Vehicle System Center (GVSC) in Detroit Arsenal, Michigan proposes to purchase services to move office equipment and furniture from the Detroit Arsenal to a temporary Troy office location and back to Detroit Arsenal during the renovation of 200A second floor under the Contract Line Items as follows:

W56HZV20QL230

Section SF 1449 - CONTINUATION SHEET

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Job

GVSC Facility Support Move

FFP

In accordance to the Performance Work Statement below.

FOB: Destination

PSC CD: V301

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0002 1 Job

Contractor Manpower Reporting

FFP

See TACOM Local Narrtive Contractor Manpower Reporting. Not Separately Priced (NSP).

FOB: Destination

PSC CD: V301

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0003 1 Job

Contract Data Requirements List A001

FFP

Technical Data as set forth in Contract Data Requirements List (CDRL) DD Form 1423, hereinafter referred to as "Exhibit A". See CDRLs for details. Not Separately Priced (NSP).

FOB: Destination

PSC CD: V301

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

2001 1 Job OPTION GVSC Facility Support Move

FFP

Option Year One. In accordance with Performance Work Statement below.

FOB: Destination

PSC CD: V301

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

3001 1 Job OPTION GVSC Facility Support Move

FFP

Option Year Two. In accordance to the Performance Work Statement below.

FOB: Destination

PSC CD: V301

NET AMT

PERFORMANCE WORK STATEMENT

PERFORMANCE WORK STATEMENT (PWS)

Ground Vehicle Systems Center (GVSC) Facility Renovation Support Move

1. GENERAL: This is a non-personal services contract to provide the U.S. Army Ground Vehicle Systems Center (GVSC) Facility Renovation Support Move services. The Government shall not exercise any supervision or control over the contract service providers performing the services herein. Such contract service providers shall be accountable solely to the Contractor who, in turn is responsible to the Government.

1.1 Description of Services/ Introduction: The contractor shall provide all personnel, equipment, supplies, transportation, tools, materials, supervision, and other items and non-personal services necessary to perform the GVSC Facility Renovation Support Move services as defined in this Performance Work Statement (PWS) except for those items specified as government furnished property and services.

1.2 Background: GVSC requires additional movement support services during the continuation of the renovation and modernization project. The initial move out to Troy already occurred separate from this contract. As such, the next set of moves will require the movement of those employees’ items and equipment back to Detroit Arsenal (DTA) and the movement of the next group’s items and equipment out to Troy.

1.3 Objective: To ensure GVSC’s movement of organizational equipment, professional items, and records between the work facilities in Troy and DTA; as phases of the renovation and modernization project are completed.

2. Scope: This performance scope of work covers movement support services by secure packing of organizational equipment, professional items, and records from the west end of Building 200A second floor to the cubicles at the temporary facility. Also, movement support services are required to move Government employees’ items and equipment from the temporary facility back to Building 200A when the renovations are complete. Lastly, this performance scope of work covers internal moves from the 2nd floor of building 200A to other locations offices within the DTA during the phases of the renovation project. Government employees will pack and seal sensitive records and provide them to the contractor to move to the designated location. Government employees will unpack the sensitive records at the designated location. There are no classified records being moved. The area being moved can be shown in person during a site visit if desired.

1.5 Period of Performance: It is anticipated that this move will be accomplished in three stages as follows:

Base: Beginning approximately Oct 5th, 2020 and continuing for eight weeks at 50 people per day beginning with bringing approx. 200 employees + or – 10% from Troy back to DTA and then approx. 200 employees + or – 10% from DTA out to Troy. + or – 10%

Option 1: FY 2022 – approximately 200 + or – 10% Troy to DTA and 200 + or – 10% DTA to Troy

Option 2: FY 2023 – approximately 200 + or – 10% Troy to DTA

The dates of moves during options will be determined upon each phase exercise.

1.6 Requirements:

1.6.1 Packing: In total; including the base year, option year 1, and option year 2; the contractor shall pack approximately 400 (+ or – 10%) employees cubicle contents and equipment and transport it to the Troy, MI location.

The contractor shall pack approximately 600 (+ or – 10%) employees cubicle contents and transport it to the Detroit Arsenal. Government employees will clearly label records and other items they pack with the employee’s name, contact information, department, and designated location number. The contractor shall pack all other records, organizational equipment, professional items such as manuals, code books, and any other professional items, and clearly identify where that particular item came from and its new designated location. The contractor shall provide all packaging materials they will be using. Government employees will be on hand to provide identifying information to the contractor.

1.6.2 Movement and Delivery: The contractor shall securely move the items to its designated area located at the Troy facility, remove packaging, and unpack any major items they packed such as refrigerators, copiers, television screens, and any other items. The contractor shall dispose of emptied packaging material (supplied by the contractor). Government employees will collect packaging material (supplied by the Government) emptied from their personal items. Government employees will unpack sealed records and file boxes. Government employees will unpack smaller items and all cubicle Information Technology (IT) components boxed by the contractor. Government designated IT personnel and individual associates will be responsible for unpacking and reconnecting cubicle IT equipment including plugging into local area network (LAN) drops.

1.6.2.1 Additional Information: The contractor shall move a number of the personnel’s items, during each of the stages, to internal temporary office locations on the Detroit Arsenal and back. It is also anticipated that on each move day the vendor should expect approximately 50 employee cubicle contents and varying peripherals will be moved (up to 200 +/- 20% per stage). All contractor employees shall wear appropriate Personal Protective Equipment (PPE) as it relates to the Covid-19 pandemic to ensure safety of Government employees in proximity to the movements. This includes gloves and face masks as well as any other PPE the contractor may deem necessary.

1.6.3 Quality Assurance: The Government shall evaluate the contractor’s performance through periodic surveillance and validate attendee feedback. The contractor shall provide verbal and written (email) notice, at the completion of each move day, that all planned moves for that day were completed and provide notice of any and all issues which occurred that day, along with an account of how they were or were not resolved IAW CDRL A001.

1.6.4 Hours of Operation: The contractor is responsible for conducting the move during normal duty hours (from 0800-1530) on specific dates coordinated between the contractor and the Contracting Officer Representative (COR). In the event of an Arsenal closure, the COR will work with the contractor to reschedule. The contractor must at all times maintain an adequate workforce for the uninterrupted performance of all tasks defined within this PWS when the Government facility is not closed for the above reasons. When hiring personnel, the contractor shall keep in mind that the stability and continuity of the workforce are essential.

1.6.5 Place of Performance: The work to be performed under this contract will be performed at West end, 2nd floor, Building 200A, Detroit Arsenal, 6501 E. 11 Mile Road, Warren, MI, 48397 and Troy, MI, 48083.

Employees’ items and equipment will be moved from the Troy Office back to the DTA prior to the next group of employees’ items and equipment scheduled to move from the DTA out to the Troy office. There will be some internal office moves required within DTA as renovations are scheduled. The Government will furnish internal DTA locations when scheduled.

1.6.6 Type of Contract: The Government will award a Firm Fixed Price contract.

1.6.7 Security Requirements: This order is unclassified. Due to security restrictions, all contractor’s employees at the Detroit Arsenal and/or Troy facility must be United States Citizens.

1.6.7.1 Physical Security: The contractor shall be responsible for safeguarding all Government equipment, information and property provided for contractor use. At the close of each work period, Government facilities, equipment, and materials shall be secured. The contractor shall securely disconnect and pack all IT equipment, bubble wrapping monitors, and otherwise protecting the IT equipment as well as all other items from being damaged in transit.

1.6.8 Identification of Contractor Employees: All contractor personnel shall identify themselves as such to avoid creating an impression in the minds of members of the public that they are Government officials. The contractor shall also ensure that all documents or reports produced by contractors are suitably marked as contractor products or that contractor participation is appropriately disclosed. All Contractor personnel shall comply with Army Department of Defense (DoD) facility requirements and personnel identification badges before being allowed access to facilities.

1.6.9 Other Direct Costs: All travel and other costs are included within the cost of the move.

2. DEFINITIONS AND ACRONYMS:

2.1. DEFINITIONS:

2.1.1 CONTRACTOR. A supplier or vendor having a contract to provide specific supplies or service to the Government. The term used in this contract refers to the prime.

2.1.2 CONTRACTING OFFICER. A person with authority to enter into, administer, and or terminate contracts, and make related determinations and findings on behalf of the Government. Note: The only individual who can legally bind the Government.

2.1.3 CONTRACTING OFFICER'S REPRESENTATIVE (COR). An employee of the U.S. Government appointed by the contracting officer to administer the contract. Such appointment shall be in writing and shall state the scope of authority and limitations. This individual has authority to provide technical direction to the Contractor as long as that direction is within the scope of the contract, does not constitute a change, and has no funding implications. This individual does NOT have authority to change the terms and conditions of the contract.

2.1.4 DEFECTIVE SERVICE. A service output that does not meet the standard of performance associated with the Performance Work Statement.

2.1.5 PHYSICAL SECURITY. Actions that prevent the loss or damage of Government property.

2.1.6 QUALITY ASSURANCE. The Government procedures to verify that services being performed by the Contractor are performed according to acceptable standards.

2.1.7 QUALITY ASSURANCE SURVEILLANCE PLAN (QASP). An organized written document specifying the surveillance methodology to be used for surveillance of contractor performance.

2.1.8 QUALITY CONTROL. All necessary measures taken by the Contractor to assure that the quality of an end product or service shall meet contract requirements.

2.1.9 SUBCONTRACTOR. One that enters into a contract with a prime contractor. The Government does not have privity of contract with the subcontractor.

2.1.10 WORK DAY. The number of hours per day the Contractor provides services in accordance with the contract.

2.1.11 WORK WEEK. Is defined as Monday through Friday, unless specified otherwise.

2.2. ACRONYMS:

ACOR Alternate Contracting Officer's Representative AFARS Army Federal Acquisition Regulation Supplement AR Army Regulation CCE Contracting Center of Excellence CFR Code of Federal Regulations CONUS Continental United States (excludes Alaska and Hawaii) COR Contracting Officer Representative COTR Contracting Officer's Technical Representative COTS Commercial Off the Shelf DA Department of the Army

DD250 Department of Defense Form 250 (Receiving Report) DD254 Department of Defense Contract Security Requirement List DFARS Defense Federal Acquisition Regulation Supplement DMDC Defense Manpower Data Center DOD Department of Defense FAR Federal Acquisition Regulation IT Information Technology KO Contracting Officer LAN Local Area Network OCI Organizational Conflict of Interest OCONUS Outside Continental United States (includes Alaska and Hawaii) ODC Other Direct Costs PIPO Phase In/Phase Out PPE Personal Protective Equipment POC Point of Contact PRS Performance Requirements Summary PWS Performance Work Statement QA Quality Assurance QAP Quality Assurance Program QC Quality Control QCP Quality Control Program TE Technical Exhibit

3. GOVERNMENT FURNISHED ITEMS AND SERVICES:

3.1 Government furnished materials: 1) The Government will provide a list to the contractor approximately one week before each designated move date which will include the names and cubicle numbers of the individuals who will move on that date as well as the peripherals included. 2) The Government will provide the contractor a mapped layout of the destination location in Detroit Arsenal and Troy, MI; which will include the names and cubicle numbers so the vendor will know exactly which location to deliver moved items from and to.

3.2 Additional Information: The Government will furnish a list of peripheral items and cubicle contents to the contractor prior to the start of each stage. It is anticipated that there will be approximately 200 +/- 20% peripheral items and approximately 400 +/- 10% cubicle content items per stage or 500 +/- 20% peripheral items and 1,000 +/- 10% cubicle content items over the course of the rest of the project.

ATTACHMENT A

STANDARD CUBICLE CONTENTS

All cubicles will include but not necessarily be limited to the following:

1 Chair 2 Monitors 1 Computer 1 Computer Docking Station 1 Keyboard 1 Mouse 1 Landline Telephone 1 Desk top mounted standing desk 1 Organizational Board (White board, Cork board, etc) 1 or more employee packed, sealed and labeled boxes containing files, paperwork, other items ALL associated cables, cords and connectors 1 Waste Basket

PERIPHERALS

Qty. Item Description

To be provided prior to each stage.

4. CONTRACTOR FURNISHED ITEMS AND RESPONSIBILITIES:

4.1 The Contractor shall furnish all supplies, equipment, and services required to perform work under this contract that are not listed under Section 3 of this PWS.

4.2 Materials. The Contractor shall furnish all packaging materials and bring their own Personal Protective Equipment (PPE) to perform GVSC Facility Renovation Support Move.

4.3 Equipment. The Contractor shall furnish moving trucks and support equipment necessary to perform GVSC Facility Renovation Support Move.

TECHNICAL EXHIBIT 1

Performance Objective (The Service required—usually a shall statement)

Standard Performance Threshold (This is the maximum error rate. It could possibly be “Zero deviation from standard”)

Method of Surveillance

PRS # 1.

Contractor shall meet with Government prior to each move to ensure the proper cubicles/equipment are marked/known

All required cubicles/equipment successfully marked so further government action to point out items to be moved not required.

Zero deviation Periodic Surveillance and Validated Attendee Complaints

PRS # 2

Contractor shall move all cubicle items/equipment required, when required and conduct end of day walk through with government to ensure nothing left behind.

All cubicles/equipment moved and verified. Zero deviation 100% Inspection

PRS # 3

Contractor shall deliver all cubicle items/equipment to final destination, in the proper areas, same day as packing and take any packaging material they provided with them.

All cubicle items/equipment moved to new spots at final destination same day and all contractor provided packing materials removed.

Zero deviation Periodic Surveillance and Validated Attendee Complaints

PRS #4

Contractor shall provide end of day report via email detailing cubicle # for items/equipment moved, cubicle #/area they were moved to, and description of any issues which occurred.

End of day report, each move day, with full details as described.

Zero Deviation 100% Surveillance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 2001 Destination Government Destination Government 3001 Destination Government Destination Government

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 N/A N/A N/A N/A

0002 N/A N/A N/A N/A

0003 N/A N/A N/A N/A

2001 N/A N/A N/A N/A

3001 N/A N/A N/A N/A

CLAUSES INCORPORATED BY REFERENCE

52.203-19 Prohibition on Requiring Certain Internal Confidentiality

Agreements or Statements

JAN 2017

52.204-2 Security Requirements AUG 1996 52.204-7 System for Award Management OCT 2018 52.204-9 Personal Identity Verification of Contractor Personnel JAN 2011 52.204-13 System for Award Management Maintenance OCT 2018 52.204-16 Commercial and Government Entity Code Reporting JUL 2016 52.204-18 Commercial and Government Entity Code Maintenance JUL 2016 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

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.

JUL 2018

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

OCT 2015

52.211-5 Material Requirements AUG 2000 52.211-15 Defense Priority And Allocation Requirements APR 2008 52.212-1 Instructions to Offerors--Commercial Items MAR 2020 52.212-3 Offeror Representations and Certifications--Commercial

Items

MAR 2020

52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.217-5 Evaluation Of Options JUL 1990 52.222-1 Notice To The Government Of Labor Disputes FEB 1997 52.223-3 Hazardous Material Identification And Material Safety Data JAN 1997 52.223-10 Waste Reduction Program MAY 2011 52.227-1 Authorization and Consent DEC 2007 52.227-10 Filing Of Patent Applications--Classified Subject Matter DEC 2007 52.232-23 Assignment Of Claims MAY 2014 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

OCT 2018

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

DEC 2013

52.233-1 Disputes MAY 2014 52.237-1 Site Visit APR 1984 52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.242-15 Stop-Work Order AUG 1989 52.242-17 Government Delay Of Work APR 1984 52.243-1 Alt I Changes--Fixed Price (Aug 1987) - Alternate I APR 1984

52.246-1 Contractor Inspection Requirements APR 1984 52.246-4 Inspection Of Services--Fixed Price AUG 1996 52.246-23 Limitation Of Liability FEB 1997 52.247-34 F.O.B. Destination NOV 1991 52.249-8 Default (Fixed-Price Supply & Service) APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.204-7000 Disclosure Of Information OCT 2016 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7006 Billing Instructions OCT 2005 252.204-7007 Alternate A, Annual Representations and Certifications APR 2020 252.204-7008 Compliance With Safeguarding Covered Defense Information

Controls

OCT 2016

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting

DEC 2019

252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support

MAY 2016

252.211-7005 Substitutions for Military or Federal Specifications and Standards

NOV 2005

252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010 252.223-7001 Hazard Warning Labels DEC 1991 252.225-7001 Buy American And Balance Of Payments Program-- Basic DEC 2017 252.225-7033 Waiver of United Kingdom Levies APR 2003 252.225-7048 Export-Controlled Items JUN 2013 252.231-7000 Supplemental Cost Principles DEC 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

252.232-7010 Levies on Contract Payments DEC 2006 252.232-7017 Accelerating Payments to Small Business Subcontractors--

Prohibition on Fees and Consideration

APR 2020

252.237-7010 Prohibition on Interrogation of Detainees by Contractor Personnel

JUN 2013

CLAUSES INCORPORATED BY FULL TEXT

52.203-2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)

(a) The offeror certifies that --

(1) The prices in this offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other offeror or competitor relating to –

(i) Those prices,

(ii) The intention to submit an offer, or

(iii) The methods of factors used to calculate the prices offered:

(2) The prices in this offer have not been and will not be knowingly disclosed by the offeror, directly or indirectly, to any other offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and

(3) No attempt has been made or will be made by the offeror to induce any other concern to submit or not to submit an offer for the purpose of restricting competition.

(b) Each signature on the offer is considered to be a certification by the signatory that the signatory --

(1) Is the person in the offeror's organization responsible for determining the prices offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subparagraphs (a)(1) through (a)(3) of this provision; or

(2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any action contrary to subparagraphs (a)(1) through (a)(3) of this provison ______________________________________________________ (insert full name of person(s) in the offeror's organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the offeror's organization);

(ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) above have not participated, and will not participate, in any action contrary to subparagraphs (a)(1) through (a)(3) above; and

(iii) As an agent, has not personally participated, and will not participate, in any action contrary to subparagraphs (a)(1) through (a)(3) of this provision.

(c) If the offeror deletes or modifies subparagraph (a)(2) of this provision, the offeror must furnish with its offer a signed statement setting forth in detail the circumstances of the disclosure.

(End of Provision)

52.212-4 CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (OCT 2018)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and

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

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

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes'', as amended (41 U.S.C. 601-613).

Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(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 or 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;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer—System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer--Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

(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--

(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 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

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

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

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

destination.

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

(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work 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; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(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, and Unauthorized Obligations paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.

(t) Reserved.

(u) Unauthorized Obligations.

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

1341), the following shall govern:

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

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

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

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

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

(End of Clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR

EXECUTIVE ORDERS--COMMERCIAL ITEMS (MAR 2020)

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

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (AUG 2019) (Section 889(a)(1)(A) of Pub. L. 115-232).

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

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

(6) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19 U.S.C. 3805 note)).

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

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

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

____ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (June 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

X (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Oct 2018) (Pub. L. 109-

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

___ (5) [Reserved]

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

C).

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub.

L. 111-117, section 743 of Div. C).

X (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (Oct 2015) (31 U.S.C. 6101 note).

____ (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41 U.S.C. 2313).

____ (10) [Reserved]

____ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).

____ (ii) Alternate I (MAR 2020) of 52.219-3.

____ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

____ (ii) Alternate I (MAR 2020) of 52.219-4.

____ (13) [Reserved]

X (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (MAR 2020) (15 U.S.C. 644).

____ (ii) Alternate I (MAR 2020).

____ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (MAR 2020) (15 U.S.C. 644).

____ (ii) Alternate I (MAR 2020) of 52.219-7.

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

____ (17)(i) 52.219-9, Small Business Subcontracting Plan (MAR 2020) (15 U.S.C. 637(d)(4)).

____ (ii) Alternate I (NOV 2016) of 52.219-9.

____ (iii) Alternate II (NOV 2016) of 52.219-9.

____ (iv) Alternate III (MAR 2020) of 52.219-9.

____ (v) Alternate IV (AUG 2018) of 52.219-9.

____ (18) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).

____ (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (15 U.S.C. 637(a)(14)).

____ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

____ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) (15 U.S.C. 657f).

X (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (MAR 2020) (15 U.S.C. 632(a)(2)).

____ (ii) Alternate I (MAR 2020) of 52.219-28.

____ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged Women- Owned Small Business (EDWOSB) Concerns (MAR 2020) (15 U.S.C. 637(m)).

____ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns Eligible Under the Women-Owned Small Business Program (MAR 2020) (15 U.S.C. 637(m)).

____ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).

X (26) 52.219-33, Nonmanufacturer Rule (MAR 2020) (15 U.S.C. 637(a)(17)).

X (27) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).

X(28) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JAN 2020) (E.O. 13126).

X (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).

X (30)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246).

____ (ii) Alternate I (FEB 1999) of 52.222-26.

____ (31)(i) 52.222-35, Equal Opportunity for Veterans (OCT 2015)(38 U.S.C. 4212).

____ (ii) Alternate I (JUL 2014) of 52.222-35.

X (32)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUL 2014) (29 U.S.C. 793).

____ (ii) Alternate I (JUL 2014) of 52.222-36.

____ (33) 52.222-37, Employment Reports on Veterans (FEB 2016) (38 U.S.C. 4212).

____ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.

13496).

X (35)(i) 52.222-50, Combating Trafficking in Persons (JAN 2019) (22 U.S.C. chapter 78 and E.O. 13627).

____ (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

X (36) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in 22.1803.)

____ (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA–Designated Items (MAY 2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

____ (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition of commercially available off-the-shelf items.)

X (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN 2016) (E.O. 13693).

____ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners

(JUN 2016) (E.O. 13693).

____ (40) (i) 52.223-13, Acquisition of EPEAT® Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and 13514).

____ (ii) Alternate I (OCT 2015) of 52.223-13.

____ (41)(i) 52.223-14, Acquisition of EPEAT® Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).

____ (ii) Alternate I (JUN 2014) of 52.223-14.

____ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (DEC 2007) (42 U.S.C. 8259b).

____ (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s 13423 and 13514).

____ (ii) Alternate I (JUN 2014) of 52.223-16.

X (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (AUG 2011) (E.O.

13513).

____ (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).

____ (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).

X (47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).

____ (ii) Alternate I (JAN 2017) of 52.224-3.

____ (48) 52.225-1, Buy American--Supplies (MAY 2014) (41 U.S.C. chapter 83).

____…