Revised Combined Synopsis_Sol Laundry Services 12May22.pdf

Combined Synopsis/Solicitation Laundry Support Services

This is a combined synopsis/solicitation for commercial items prepared in accordance with the format in FAR subpart 12.6, as supplemented with additional information included in this notice.

W912L8-22-R-0004 – This solicitation is issued as a request for quotation (RFQ)

This requirement is designated with a Small Business set-aside of Total Small Business and associated with NAICS code: 812320 and a small business size standard of 6,000,000.00 dollars.

The WVNG is requesting a quote for an IDIQ Laundry Services contract. See attached Statement of Work for more detail. This requirement is being requested lowest priced technically acceptable (LPTA) with a consideration of technical capabilities. For more information, see clause 52.212-2. To be considered technically acceptable you must provide a quote that meets all specifications listed below. Please provide a quote in accordance with your terms and conditions by 11 June 2022 11:00 A.M

List of Line Items Section B- Supplies or Services

Supply or Service QTY UI Unit Price Amount Laundry Services Base Year

12 Months

Laundry Services Option Year 1

12 Months

Laundry Services Option Year 2

12 Months

Laundry Services Option Year 3

12 Months

Laundry Services Option Year 4

12 Months

*IDIQ flat sheets min 1 max 9000 IDIQ fitted sheets min 1 max 9000 *IDIQ pillowcase min 1 max 5000 *IDIQ sheets min 1 max 2000 The use of maximum estimated quantity and unit price does not obligate the Government to fulfill the entire maximum quantity or price pursuant to Federal Acquisition Regulations (FAR) 52.216-21 SECTION C – Descriptions and Specifications See attached Statement of Work(SOW), titled Statement of Work Laundry Services

INSPECTION AND ACCEPTANCE POINTS:

Supplies/Services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCETPT BY

0001 Government Government Government Government 1001 Government Government Government Government 2001 Government Government Government Government 3001 Government Government Government Government 4001 Government Government Government Government

PERIOD OF PERFORMANCE (PoP):

Base Year 5 July 2022-4 July 2023 Option Year 1 5 July 2023-4 July 2024 Option Year 2 5 July 2024-4 July 2025 Option Year 3 5 July 2025-4 July 2026 Option Year 4 5 July 2026-4 July 2027 Option to Extend Services 5 July 2027-4 December 2027- ***A total evaluated price will be calculated for each Offeror by adding the price for the base year, all option years and one half the cost of the final option year for 52.217-8 Option to Extend Services

This information is provided for historical background only. It is not a guarantee of workload quantities.

ITEM NAME ANNUAL ESTIMATED

QUANTITY

1 Total Sheets Cleaned 7,541 (2019)

3,247 (2020)

4,212 (2021)

2 Total Pillowcases Cleaned 5,434 (2019)

2,851 (2020)

3,421 (2021)

3 Total Blankets Cleaned 2,154 (2019)

791 (2020)

774 (2021)

PLACE OF PERFORMANCE:

Camp Dawson, 1001 Army Road, Kingwood WV

PROVISIONS AND CLAUSES:

FAR 52.243-1 Changes—Fixed Price--Alternate I APR 1984 FAR 52.243-1 Changes—Fixed Price--Alternate II APR 1984 FAR 52.249-1 Termination for Convenience of the Government APR 1984 FAR 52.249-8 Default (Fixed-Price Supply and Service) APR 1984 FAR 52.203-11 Certification And Disclosure Regarding Payments To Influence Certain Federal Transactions SEP 2007 FAR52.204-10 Reporting Executive Compensation and First Tier Subcontract Awards FAR 52.204-7 System for Award Management OCT 2018 FAR 52.204-16 Commercial and Government Entity Code Reporting AUG 2020

FAR 52.204-17 Ownership or Control of Offeror AUG 2020 FAR 52.204-20 Predecessor of Offeror AUG 2020 FAR 52.204-22 Alternative Line Item Proposal JAN 2017 FAR 52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities DEC 2021 FAR 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment DEC 2021 FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment DEC 2021 FAR 52.204-26 Covered Telecommunications Equipment or Services-- Representation. OCT 2020 FAR 52.207-1 Notice Of Standard Competition MAY 2006 FAR 52.209-2 Prohibition on Contracting with Inverted Domestic Corporations—Representation NOV 2015 FAR 52.209-11 Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law FEB 2016 FAR 52.212-1 Instructions to Offerors--Commercial Products and Commercial Services DEC 2021 FAR 52.212-1 Instructions to Offerors--Commercial Products and Commercial Services DEC 2021 FAR 52.212-3 Offeror Representations and Certifications--Commercial Products and Commercial Services DEC 2021 FAR52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (Nov 2021) FAR 52.215-6 Place of Performance OCT 1997 FAR 52.217-5 Evaluation Of Options JUL 1990 FAR 52.219-1 Small Business Program Representations SEP 2021 FAR 52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving JUN 2020 FAR 52.223-22 Public Disclosure of Greenhouse Gas Emissions and Reduction Goals -- Representation. DEC 2016 FAR 52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors DEC 2021 FAR 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 FAR 52.249-1 Termination for Convenience of the Government APR 1984 FAR 52.249-8 Default (Fixed-Price Supply and Service) APR 1984 FAR 52.252-2 Clauses Incorporated By Reference FEB 1998 FAR 52.252-4 Alterations in Contract APR 1984 DFARS 252.203-7000 Requirements Relating to Compensation of Former DoD Officials SEP 2011 DFARS 252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 DFARS 252.204-7003 Control Of Government Personnel Work Product APR 1992 DFARS252.204-7006 Billing Instructions (Oct 2005) DFARS 252.204-7007 Alternate A, Annual Representations and Certifications MAY 2021 DFARS 252.204-7008 Compliance With Safeguarding Covered Defense Information Controls OCT 2016 DFARS 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting DEC 2019 DFARS 252.204-7015 Notice of Authorized Disclosure of Information for Litigation Support MAY 2016

DFARS 252.204-7016 Covered Defense Telecommunications Equipment or Services -- Representation DEC 2019 DFARS 252.204-7017 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services – Representation MAY 2021 DFARS 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services JAN 2021 DFARS 252.225-7048 Export-Controlled Items JUN 2013 DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports DEC 2018 DFARS 252.232-7010 Levies on Contract Payments DEC 2006 DFARS 252.243-7001 Pricing Of Contract Modifications DEC 1991 DFARS 252.244-7000 Subcontracts for Commercial Items JAN 2021

CLAUSES INCORPORATED BY FULL TEXT

ADDENDUM to 52.212-1 Instructions to Offerors—Commercial Items (OCT 2018)

A. BASIS FOR AWARD

The Government intends to award a new single IDIQ Firm-Fixed Price (FFP) contract. The award will be made based on the best overall (i.e. best value) proposal that is determined to be the most beneficial to the Government with the appropriate consideration given to the three evaluation factors: Price/Cost, Technical, and Past Performance. Technical and Past Performance when combined are approximately equal to cost or price. Award will be made to the Offeror whose proposal is most advantageous to the Government based upon an integrated assessment of the results of the evaluation.

In accordance with Federal Acquisition Regulation (FAR) 52.215-1(f) (4), the Government reserves the right to evaluate offers and make award without seeking additional information from Offeror’s through discussions. Therefore, the Offeror’s initial offer should contain the Offeror’s best terms from a cost/price and technical standpoint. However, the Government reserves the right to conduct discussions, if the Contracting Officer later determined them to be necessary.

Failure to provide proposals that comply with any requirements of the Request for Proposal (RFP) may render the Offeror's proposal non-compliant and be grounds for rejection. All Offerors are urged to ensure that their initial proposals are submitted with the most favorable terms in order to reflect their best possible potential.

B. FORMAL COMMUNICATION, OFFEROR EXPLANATIONS

The Contracting Officer is the SOLE POINT OF CONTACT for this acquisition. Any explanation desired by an Offeror regarding the meaning or interpretation of the solicitation, for proposals, Statement of Work (SOW), etc., must be requested in writing and with sufficient time allowed for a reply to reach Offerors before the submission of their offer. A cut-off date for receiving questions concerning the Request for Proposal has been established as 6 June 2022. Responses will be posted not later than three days prior to closing. Because of the tight time constraints involved in this requirement, questions will not be addressed after that date. After 2 June 2022, sufficient time will not be available to answer questions and give ample time for the interested Offerors to make changes or respond. The time limits for this requirement will not be extended.

The Contracting Officer reserves the right to address questions received after the cutoff date with those offers deemed responsive and/or in the competitive range (if established) after closing. OFFERORS ARE STRONGLY ENCOURAGED TO SUBMIT QUESTIONS EARLY IN THIS PROCESS. Any interpretations made will be in the form of an amendment of the solicitation and will be furnished to all prospective Offerors via posting to the Contract Opportunities website at: https://sam.gov Explanations or instructions given in a form other than an amendment to the solicitation shall not be binding. Questions (on a non-attribution basis) and answers shall be furnished to all prospective Offerors via the website.

Submit proposal questions by Email to the contracting office at the addresses shown below:

USPFO for West Virginia, Contracting Office Subject Line: WVNG Solicitation W912L8-22-R-0004 Laundry Support Services Contracting Officer: Erica Oldaker, Email: erica.d.oldaker.civ@army.mil Contract Specialist: Kimberly Rowan; Kimberly.s.rowan.civ@army.mil AMENDMENTS PRIOR TO DATE SET FOR RECEIPT OF PROPOSALS: The right is reserved, as the interest of the Government may require, to revise or amend the solicitation prior to and/or after the date set for receipt of proposals as necessary. Such amendments, if any, will be announced by an amendment(s) to this Request for Proposal. All information relating to this RFP, including pertinent changes/amendments and information prior to the date set for receipt of proposals will be posted on the following website: https://sam.gov . Though every effort will be made to provide email notification when a change is posted, such notification is NOT guaranteed and should not be expected. Offerors are strongly cautioned to check this site frequently and to “REFRESH” their web page to ensure they have the latest information.

C. PROPOSAL SUBMISSION

Introduction: This section contains general proposal submissions instructions as well as specific proposal requirements for the Laundry Support Services.

The proposal must not repeat the RFP requirements, but rather must provide convincing evidence in support of conclusive statements of how contract requirements will be met.

Failure to provide proposals in compliance with any requirements of the RFP may be render the Offeror's proposal non-compliant and be grounds for rejection.

PROPOSAL INSTRUCTIONS

The Offerors must provide information in sufficient detail to allow the Government to make the assessment of the Offeror’s capability to support the proposed response to the evaluation criteria.

Proposals that do not contain the information requested in the solicitation risk being determined unacceptable by the Government. The Government will not assume the Offeror possesses any capability, understanding, or commitment not specified in the proposal.

All questions concerning this procurement, either technical or contractual must be submitted in writing (emailed) to the Contracting Officer and Contract Specialist. No direct discussion between the technical representative and a prospective Offeror will be conducted. Communications will be conducted via e-mail. Questions shall be sent to the following points of contact. Proposals shall be submitted by email to the following point of contacts:

Contract Officer Erica Oldaker E-mail: erica.d.oldaker.civ@army.mil Contract Specialist: Kimberly Rowan E-mail: Kimberly.s.rowan.civ@army.mil Each proposal shall be submitted in the English language and consist of and include all of the following:

Acknowledgment of all amendments to the RFP and all continuation sheets are to be filled in as directed, i.e., any fill-ins required. Offerors are directed to thoroughly read the RFP and fill in the required information in the appropriate RFP clauses. For any fill-ins that are not applicable, the Offeror must acknowledge by indicating “N/A.”

Representations through sam.gov. The purpose of electronic Representations and Certifications is to provide all Offerors with a portal in which to submit Reps/Certs in a publicly accessible format, nullifying the requirement to submit identical information in response to each and every Federal contract solicitation. As a requirement under this solicitation, all Offerors must submit Reps/Certs data into the sam.gov at https://sam.gov . Any Offeror that has previously submitted Reps/Certs data into sam.gov is reminded to update the data prior to submitting with the proposal.

FORMAT FOR PROPOSALS

Proposal Format: The Offeror’s proposal shall be divided into separate volumes based on the factors as set forth below and all information specific to each Element shall be confined to that volume. Each proposal must include all volumes and shall be submitted by the closing date, time, and method of transmission listed in the RFP. Proposals shall be valid for a period of at least 90 days from time of proposal submission.

Each page of the proposal documents shall include the Offeror’s name, RFP identification and volume number in the page header. Each proposal shall contain a sanitized and un-sanitized cost/price proposal.

Each volume shall be in uncompressed files. Self-extracting “.exe” files will not be acceptable.

Hyperlinks and ZIP files are NOT permitted.

Information shall be confined to the appropriate section of the proposal to facilitate independent evaluation. Each section of the Technical proposal must be independent of the others. The proposal should be clear and concise, logically assembled, and indexed.

Table 4 – Proposal Sections / Page Limits Proposal Volume/Section

Page Limits *(Maximums)

Volume 1 – Cost/Price No Limit Volume II –Technical 5 pages Volume III – Past Performance Past Performance will not be submitted by the vendor, the government will pull past performance from federal databases

*Any excess pages will be removed and not be evaluated.

The proposal text shall be in MS Word 2013 compatible format, shall have 1” margins on all sides, be single-spaced, use Times New Roman font, color black, font size of 12, letter size 8 ½” x 11”. Those portions of the proposal requiring MS Excel submissions shall be in MS Excel 2013 compatible format.

The illustrations (e.g., graphics figures, graphs, and tables) may be in landscape or portrait format with font colors other than black and font sizes 8 through 12 are considered acceptable. Illustrations are not excluded from the page limitation.

Each volume shall be as brief as possible, consistent with complete submission. The page count will be made by counting the pages from left to right, consecutively. Pages that exceed the required page limitations will not be evaluated. Additional pages over the maximum allowed will be removed or not read and will not be evaluated by the Government. Each paragraph shall be separated by at least one blank line. Annexes, documentation and attachments that are submitted by the Offeror, which are not required as part of the RFP, will count against the page limitations. If pages are printed on both sides, each side will count as a separate page. The following will not count against page limitations: cover page, volume title pages, table of contents pages, cross-referencing pages, indices, acronym lists and page dividers (used to separate proposal sections).

SPECIFIC PROPOSAL INSTRUCTIONS

Price/Cost : The Offeror shall provide a price/cost proposal broken down in accordance with the Statement of Work. The Offeror’s proposal shall contain sufficient cost documentation for analysis and evaluation of the proposed price.

Technical Proposal: The Technical Volume shall not exceed 5 pages. Offerors shall be required to provide all SOW requirements. The Offeror shall provide a clear explanation of their Technical Approach with details on how the Offeror will meet the solicitation requirements.

Past Performance:

The Government plans to rely on existing documentation from Federal databases to the maximum extent practicable. Sources of existing information available to the Government include, but are not limited to, CPARS, FAPIIS, and eSRS. The Government may use past performance information obtained from sources other than those identified by the Offeror.

Exchanges with Offerors after Receipt of Proposals and requests for additional information is not to be construed as discussions.

(End of provision)

52.212-2 EVALUATION—COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES (NOV 2021)

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

Price Technical Past Performance

Technical and past performance, when combined, are equal to price.

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

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

ADDENDUM TO 52.212-2, EVALUATION-COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES

A. EVALUATION

The Government will award a contract resulting from this solicitation to the responsible offeror whose offer conforming to the solicitation will be most advantageous to the Government, price and other factors considered The award will be made by using the Lowest Price Technically Acceptable. Appropriate consideration will be given to the three evaluation factors; Price/Cost, Technical, and Past Performance, Technical and past performance, when combined, are approximately equal to cost or price.

B. OPTIONS

Evaluation of options under FAR 52.217-8 will be accomplished by using the prices offered for the last option period to determine the price for a 6-month option period, which will be added to the base and other option years to arrive at a total price. The Government may determine that an offer is unacceptable if the option prices are significantly unbalanced. Evaluation of options shall not obligate the Government to exercise the option(s).

C. FACTORS TO BE EVALUATED

The Government will weigh the relative benefits of each proposal will assess the results of the following Factors, listed below in descending order of importance:

1. Cost/Price

2. Technical

3. Past Performance- The Government plans to rely on existing documentation from Federal databases to the maximum extent practicable. Sources of existing information available to the Government include, but are not limited to, CPARS, FAPIIS, and eSRS. The Government may use past performance information obtained from sources other than those identified by the Offeror

D. EVALUATION APPROACH

All proposals shall be subject to evaluation by non-cost acceptable or not acceptable a team of Government personnel. The result will be a determination of the overall merits of each proposal in terms of its potential to best satisfy the needs of the Government.

FACTOR 1-TECHNICAL

The Technical Factor will consist of the following:

Technical Approach: The Government will evaluate the offeror’s technical approach, knowledge and understanding of the Statement of Work(SOW Laundry Support Services.

Weekly Delivery

1. Offeror shall provide a narrative of management’s technical capabilities for weekly delivery to accomplish this contract. Include supporting material (matrix, charts or other graphics) determined necessary for the Government to fully understand the Offeror’s methodology and approach.

Proper Packaging and Marking

1. Offeror shall provide a narrative of management’s technical capabilities for proper packaging and marking to accomplish this contract. Include supporting material (matrix, charts or other graphics) determined necessary for the Government to fully understand the Offeror’s methodology and approach.

52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL PRODUCTS AND

COMMERCIAL SERVICES (NOV 2021)

(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;

(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 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:

(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.

(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 PRODUCTS AND COMMERCIAL SERVICES

(JAN 2022)

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

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

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

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2021) (Section 1634 of Pub. L. 115-91).

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

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

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

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

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

[Contracting Officer check as appropriate.] ___ (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. 2402).

___ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509).

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

__xx_ (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (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).

_xx__ (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment. (NOV 2021) (31 U.S.C. 6101 note).

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

____ (10) [Reserved] ____ (11) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (SEP 2021) (15 U.S.C. 657a).

xx (12) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (SEP 2021) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

____ (13) [Reserved] __xx__ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).

____ (ii) Alternate I (MAR 2020) of 52.219-6.

____ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 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 (NOV 2021) (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 (JUN 2020) of 52.219-9.

____ (v) Alternate IV (SEP 2021) of 52.219-9.

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

____ (ii) Alternate I (MAR 2020) of 52.219-13.

__xx__ (19) 52.219-14, Limitations on Subcontracting (SEP 2021) (15 U.S.C. 657s).

____ (20) 52.219-16, Liquidated Damages—Subcontracting Plan (SEP 2021) (15 U.S.C. 637(d)(4)(F)(i)).

____ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (SEP 2021) (15 U.S.C. 657f).

_xx___ (22) (i) 52.219-28, Post-Award Small Business Program Reepresentation (SEP 2021) (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 Concerns (SEP 2021) (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 (SEP 2021) (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)).

____ (26) 52.219-33, Nonmanufacturer Rule (SEP 2021) (15 U.S.C. 657s).

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

__xx__(28) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JAN 2022) (E.O.

13126).

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

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

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

_xx___ (31)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).

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

_xx___ (32)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

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

____ (33) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).

____ (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O. 13496).

xx (35)(i) 52.222-50, Combating Trafficking in Persons (NOV 2021) (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).

____ (36) 52.222-54, Employment Eligibility Verification (NOV 2021). (E. O. 12989). (Not applicable to the acquisition of commercially available off-the-shelf items or certain other types of commercial products or commercial services as prescribed in FAR 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.)

____ (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 (MAY 2020) (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.

_xx___ (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O. 13513).

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

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

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

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

_xx___ (48) 52.225-1, Buy American--Supplies (NOV 2021) (41 U.S.C. chapter 83).

____ (49) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (NOV 2021) (41 U.S.C. chapter 83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77, 108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112- 42, and 112-43.

____ (ii) Alternate I (JAN 2021) of 52.225-3.

____ (iii) Alternate II (JAN 2021) of 52.225-3.

____ (iv) Alternate III (JAN 2021) of 52.225-3.

____ (50) 52.225-5, Trade Agreements (OCT 2019) 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

__xx__ (51) 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2021) (E.O.'s, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

____ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C.

2302 Note).

____ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150 ____ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C. 5150).

____ (55) 52.229-12, Tax on Certain Foreign Procurements (FEB 2021).

____ (56) 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

____ (57) 52.232-30, Installment Payments for Commercial Products and Commercial Services (NOV 2021) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).

_xx___ (58) 52.232-33, Payment by Electronic Funds Transfer—System for Award Management (OCT 2018) (31 U.S.C. 3332).

____ (59) 52.232-34, Payment by Electronic Funds Transfer—Other than System for Award Management

(JUL 2013) (31 U.S.C. 3332).

____ (60) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).

____ (61) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).

____ (62) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).

____ (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (NOV 2021) (46 U.S.C. 55305 and 10 U.S.C. 2631).

____ (ii) Alternate I (APR 2003) of 52.247-64.

____ (iii) Alternate II (NOV 2021) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services: [Contracting Officer check as appropriate.] _____ (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).

_____ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

_____ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).

_____ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (MAY 2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).

_____ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (MAY 2014) (41 U.S.C.

chapter 67).

_____ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements (MAY 2014) (41 U.S.C. chapter 67).

_____ (7) 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026 (JAN 2022) (E.O. 13658).

_____ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2022) (E.O. 13706).

_____ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) (42 U.S.C.

1792).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit and Records--Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement.

Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause,…