Sol_1305M324Q0181_Amd_0001.pdf

(x)

1305M324Q0181 x x

1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted ; or (c) By separate letter or electronic communication which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE

RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR

OFFER. If by virtue of this amendment you desire to change an offer already submitted , such change may be made by letter or electronic communication, provided each letter or electronic communication makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

x

WAD-NMFS-S

SEATTLE WA 98115

7600 SAND POINT WAY NE BLDG 1

WAD-NMFS-Seattle

06/04/20240001

13. THIS ITEM ONLY APPLIES TO MODIFICATION OF CONTRACTS/ORDERS. IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

12. ACCOUNTING AND APPROPRIATION DATA (If required) is not extended.is extended, Items 8 and 15, and returning

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended , by one of the following methods: (a) By completing

The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

FACILITY CODE CODE

10B. DATED (SEE ITEM 13)

10A. MODIFICATION OF CONTRACT/ORDER NO.

9B. DATED (SEE ITEM 11)

9A. AMENDMENT OF SOLICITATION NO.

CODE

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)

7. ADMINISTERED BY (If other than Item 6)CODE 6. ISSUED BY

PAGE OF PAGES

4. REQUISITION/PURCHASE REQ. NO.3. EFFECTIVE DATE2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO. (If applicable)

1. CONTRACT ID CODE

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

05/23/2024

CHECK ONE A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority) appropriation data, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

E. IMPORTANT: Contractor is not is required to sign this document and return __________________ copies to the issuing office.

ORDER NO. IN ITEM 10A.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

Change Item 0001 to read as follows(amount shown is the obligated amount):

0001 Deck Systems (controller, transducer and 20 EA interface)

UP TO 20

When proposing different configuration options, please list offered configurations in list form

(e.g. Option A, Option B, Option C etc.)

Continued ...

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)15A. NAME AND TITLE OF SIGNER (Type or print)

15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 15B. CONTRACTOR/OFFEROR 16C. DATE SIGNED

(Signature of person authorized to sign) (Signature of Contracting Officer)

CRYSTINA R. JUBIE

STANDARD FORM 30 (REV. 11/2016)

Prescribed by GSA FAR (48 CFR) 53.243

Previous edition unusable

Except as provided herein, all terms and conditions of the document referenced in Item 9 A or 10A, as heretofore changed, remains unchanged and in full force and effect .

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 28

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

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

1305M324Q0181/0001

If offering Optional Dash mounted/chart plotter controller units, please include within this line item as an option.

***The Government may order between one (1) and twenty (20) deck systems, as determined by the needs of the agency***

Period of Performance: 07/01/2024 to 06/30/2025

Change Item 0002 to read as follows(amount shown is the obligated amount):

0002 Underwater Acoustic Release System 50 EA

UP-TO 50

When proposing different configuration options, please list offered configurations in list form

(e.g. Option A, Option B, Option C etc.)

***The Government may order between one (1) and fifty (50) underwater acoustic release systems, as determined by the needs of the agency***

Period of Performance: 07/01/2024 to 06/30/2025

Change Item 0003 to read as follows(amount shown is the obligated amount):

0003 System maintenance- BY UNIT- to for maintenance 50 EA and repairs after the warranty period.

An annual maintenance plan is required at a

Firm-Fixed-Price rate for maintenance beyond the warranty period. Necessary repairs outside of the maintenance plan will be billed as time-and-materials.

The ceiling value of this CLIN will be a

Not-To-Exceed (NTE) amount To Be Determined (TBD) at time of award.

Period of Performance: 07/01/2024 to 06/30/2025

Change Item 0004 to read as follows(amount shown is the obligated amount):

0004 Shipping and Handling

Deck Systems-controller, transducer, and interface (e.g., tablet)

Continued ...

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

Sponsored by GSA

FAR (48 CFR) 53.110

3 28

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

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

1305M324Q0181/0001

Quantity 1: $

Underwater Acoustic Release Systems

Quantity 1: $

***If any, please provide information about the availability of a quantity discounts on shipping.

If a discount is available, specify the quantity that would qualify the discount. ***

(Option Line Item)

Period of Performance: 07/01/2024 to 06/30/2025

Change Item 0005 to read as follows(amount shown is the obligated amount):

0005 Integration with EarthRanger 1 EA

***Optional to Price***

(Option Line Item)

Period of Performance: 07/01/2024 to 06/30/2025

Change Item 1001 to read as follows(amount shown is the obligated amount):

1001 Deck Systems (controller, transducer and 20 EA interface)

UP TO 20

When proposing different configuration options, please list offered configurations in list form

(e.g. Option A, Option B, Option C etc.)

If offering Optional Dash mounted/chart plotter controller units, please include within this line item as an option.

***The Government may order between zero (0) and twenty (20) deck systems, as determined by the needs of the agency***

(Option Line Item)

Period of Performance: 07/01/2025 to 06/30/2026

Change Item 1002 to read as follows(amount shown is the obligated amount):

1002 Underwater Acoustic Release System 50 EA

Continued ...

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

4 28

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

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

1305M324Q0181/0001

UP-TO 50

When proposing different configuration options, please list offered configurations in list form

(e.g. Option A, Option B, Option C etc.)

***The Government may order between zero (0) and fifty (50) underwater acoustic release systems, as determined by the needs of the agency***

(Option Line Item)

Period of Performance: 07/01/2025 to 06/30/2026

Change Item 1003 to read as follows(amount shown is the obligated amount):

1003 System maintenance- BY UNIT- to for maintenance 50 EA and repairs after the warranty period.

An annual maintenance plan is required at a

Firm-Fixed-Price rate for maintenance beyond the warranty period. Necessary repairs outside of the maintenance plan will be billed as time-and-materials.

The ceiling value of this CLIN will be a

Not-To-Exceed (NTE) amount To Be Determined (TBD) at time of award.

(Option Line Item)

Period of Performance: 07/01/2025 to 06/30/2026

Change Item 1004 to read as follows(amount shown is the obligated amount):

1004 Shipping and Handling

Deck Systems-controller, transducer, and interface (e.g., tablet)

Quantity 1: $

Underwater Acoustic Release Systems

Quantity 1: $

***If any, please provide information about the availability of a quantity discounts on shipping.

If a discount is available, specify the quantity that would qualify the discount. ***

Continued ...

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

5 28

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

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

1305M324Q0181/0001

(Option Line Item)

Period of Performance: 07/01/2025 to 06/30/2026

Change Item 2001 to read as follows(amount shown is the obligated amount):

2001 Deck Systems (controller, transducer and 20 EA interface)

UP TO 20

When proposing different configuration options, please list offered configurations in list form

(e.g. Option A, Option B, Option C etc.)

If offering Optional Dash mounted/chart plotter controller units, please include within this line item as an option.

***The Government may order between zero (0) and twenty (20) deck systems, as determined by the needs of the agency***

(Option Line Item)

Period of Performance: 07/01/2026 to 06/30/2027

Change Item 2002 to read as follows(amount shown is the obligated amount):

2002 Underwater Acoustic Release System 50 EA

UP-TO 50

When proposing different configuration options, please list offered configurations in list form

(e.g. Option A, Option B, Option C etc.)

***The Government may order between zero (0) and fifty (50) underwater acoustic release systems, as determined by the needs of the agency***

(Option Line Item)

Period of Performance: 07/01/2026 to 06/30/2027

Change Item 2003 to read as follows(amount shown is the obligated amount):

2003 System maintenance- BY UNIT- to for maintenance 50 EA and repairs after the warranty period.

An annual maintenance plan is required at a

Firm-Fixed-Price rate for maintenance beyond the warranty period. Necessary repairs outside of the maintenance plan will be billed as

Continued ...

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

6 28

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

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

1305M324Q0181/0001 time-and-materials.

The ceiling value of this CLIN will be a

Not-To-Exceed (NTE) amount To Be Determined (TBD) at time of award.

(Option Line Item)

Period of Performance: 07/01/2026 to 06/30/2027

Change Item 2004 to read as follows(amount shown is the obligated amount):

2004 Shipping and Handling

Deck Systems-controller, transducer, and interface (e.g., tablet)

Quantity 1: $

Underwater Acoustic Release Systems

Quantity 1: $

***If any, please provide information about the availability of a quantity discounts on shipping.

If a discount is available, specify the quantity that would qualify the discount. ***

(Option Line Item)

Period of Performance: 07/01/2026 to 06/30/2027

Change Item 3001 to read as follows(amount shown is the obligated amount):

3001 Deck Systems (controller, transducer and 20 EA interface)

UP TO 20

When proposing different configuration options, please list offered configurations in list form

(e.g. Option A, Option B, Option C etc.)

If offering Optional Dash mounted/chart plotter controller units, please include within this line item as an option.

***The Government may order between zero (0) and twenty (20) deck systems, as determined by the needs of the agency***

(Option Line Item)

Continued ...

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

7 28

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

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

1305M324Q0181/0001

Period of Performance: 07/01/2027 to 06/30/2028

Change Item 3002 to read as follows(amount shown is the obligated amount):

3002 Underwater Acoustic Release System 50 EA

UP-TO 50

When proposing different configuration options, please list offered configurations in list form

(e.g. Option A, Option B, Option C etc.)

***The Government may order between zero (0) and fifty (50) underwater acoustic release systems, as determined by the needs of the agency***

(Option Line Item)

Period of Performance: 07/01/2027 to 06/30/2028

Change Item 3003 to read as follows(amount shown is the obligated amount):

3003 System maintenance- BY UNIT- to for maintenance 50 EA and repairs after the warranty period.

An annual maintenance plan is required at a

Firm-Fixed-Price rate for maintenance beyond the warranty period. Necessary repairs outside of the maintenance plan will be billed as time-and-materials.

The ceiling value of this CLIN will be a

Not-To-Exceed (NTE) amount To Be Determined (TBD) at time of award.

(Option Line Item)

Period of Performance: 07/01/2027 to 06/30/2028

Change Item 3004 to read as follows(amount shown is the obligated amount):

3004 Shipping and Handling

Deck Systems-controller, transducer, and interface (e.g., tablet)

Quantity 1: $

Underwater Acoustic Release Systems

Quantity 1: $

Continued ...

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

8 28

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

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

1305M324Q0181/0001

***If any, please provide information about the availability of a quantity discounts on shipping.

If a discount is available, specify the quantity that would qualify the discount. ***

(Option Line Item)

Period of Performance: 07/01/2027 to 06/30/2028

Change Item 4001 to read as follows(amount shown is the obligated amount):

4001 Deck Systems (controller, transducer and 20 EA interface)

UP TO 20

When proposing different configuration options, please list offered configurations in list form

(e.g. Option A, Option B, Option C etc.)

If offering Optional Dash mounted/chart plotter controller units, please include within this line item as an option.

***The Government may order between zero (0) and twenty (20) deck systems, as determined by the needs of the agency***

(Option Line Item)

Period of Performance: 07/01/2028 to 06/30/2029

Change Item 4002 to read as follows(amount shown is the obligated amount):

4002 Underwater Acoustic Release System 50 EA

UP-TO 50

When proposing different configuration options, please list offered configurations in list form

(e.g. Option A, Option B, Option C etc.)

***The Government may order between zero (0) and fifty (50) underwater acoustic release systems, as determined by the needs of the agency***

(Option Line Item)

Period of Performance: 07/01/2028 to 06/30/2029

Change Item 4003 to read as follows(amount shown is the obligated amount):

4003 System maintenance- BY UNIT- to for maintenance 50 EA

Continued ...

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

9 28

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

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

1305M324Q0181/0001 and repairs after the warranty period.

An annual maintenance plan is required at a

Firm-Fixed-Price rate for maintenance beyond the warranty period. Necessary repairs outside of the maintenance plan will be billed as time-and-materials.

The ceiling value of this CLIN will be a

Not-To-Exceed (NTE) amount To Be Determined (TBD) at time of award.

(Option Line Item)

Period of Performance: 07/01/2028 to 06/30/2029

Change Item 4004 to read as follows(amount shown is the obligated amount):

4004 Shipping and Handling

Deck Systems-controller, transducer, and interface (e.g., tablet)

Quantity 1: $

Underwater Acoustic Release Systems

Quantity 1: $

***If any, please provide information about the availability of a quantity discounts on shipping.

If a discount is available, specify the quantity that would qualify the discount. ***

(Option Line Item)

Period of Performance: 07/01/2028 to 06/30/2029

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

Amendment 0001 to Solicitation 1305M324Q0012 is issued to:

1. Provide revisions to the Statement of Need (SON) contained in the solicitation issued on May 24, 2024, reference Section 3 - Line Items and Attachments. Revisions are attached and are indicated in red font and strikeout.

2. Provide revisions to FAR - 52.212-4A*1Contract Terms and Conditions - Commercial Products and Commercial Services. (NOV 2023) – Alternate I contained in the solicitation issued on May 24, 2024, Section 4 - Contract Terms and Conditions. Revisions are attached and are indicated in red font and strikeout.

3. Provide revisions to CAR 1352.216-77 Ceiling Price (APR 2010 contained in the solicitation issued on May 24, 2024, Section 4 - Contract Terms and Conditions. Revisions are attached and are indicated in red font and strikeout.

4. Provide revisions 1330-52.232-70 NOAA LIMITATION OF FUNDS ON TIME-AND-MATERIALS AND LABOR-HOUR CONTRACTS (MAY 2015) contained in the solicitation issued on May 24, 2024, reference Section 4 - Contract Terms and Conditions. Revisions are attached and are indicated in red font and strikeout.

5. Provide revisions 1330-52.232-71 ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (FEB 2023) contained in the solicitation issued on May 24, 2024, reference Section 4 - Contract Terms and Conditions.

Revisions are attached and are indicated in red font and strikeout.

6. Provide revisions to FAR 52.212-1 ADDENDUM TO FAR 52.212-1 INSTRUCTIONS TO OFFERORS –

COMMERCIAL ITEMS contained in the solicitation issued on May 24, 2024, reference Section 6 - Instructions to Offerors. Revisions are attached and are indicated in red font and strikeout.

7. The due date for receipt of quotations is hereby extended to 5:00 PM Eastern Time on June 11, 2024.

Section 3 - Line Items and Attachments

Statement of Need

Buoyless/Ropeless Systems

1. BACKGROUND

The primary purpose of the ESA is to protect and recover imperiled species and the ecosystems upon which they depend. The North Atlantic right whale is one of the world’s most endangered large whale species, with only an estimated 350 remaining. The leading causes of known mortality for North Atlantic right whales are entanglement in fishing gear and vessel strikes.

NOAA Fisheries’ Northeast Fisheries Science Center (NEFSC) and our partners are dedicated to conserving and rebuilding the North Atlantic right whale population. We use a variety of innovative techniques to study, protect, and rescue these endangered whales. We believe that working with engineers and fishermen to test and evaluate new technologies will help engage our partners as we develop solutions to reduce the risk of entanglements.

The NEFSC Gear Research Team has been collaborating with commercial fishermen to evaluate technologies intended to minimize the potential for marine mammal interactions in pot and trap fisheries. Our goal is to provide fishermen technology for testing and to attain their input concerning reliability, operational usability, safety, and performance.

The NEFSC is seeking to purchase buoyless/ropeless solutions for pot and trap fishing gear.

We are requesting quotes for existing technology that we can supply to fishermen to test for operational reliability, and to familiarize fishermen who can report on concerns or successes. We are looking to purchase multiple different system types that can be made available to fishermen with the understanding that certain technologies may be suited better for different environments and depths.

2. REQUIREMENTS

Contractor shall provide all materials, equipment, labor (repairs/warranty), supervision and transportation for the delivery of commercial on-demand buoyless/ropeless systems, controllers, and transducers. The Government intends to award up to a maximum of ten (10) contracts. We anticipate that different technologies may be utilized to solve this problem such as inflation bags and acoustic releases holding a float and rope at the bottom.

The Government may order between one and twenty deck systems and between one (1) and fifty (50) underwater acoustic release systems per contract base ordering period, based on the needs of the agency. The Government may order between zero (0) and (20) twenty deck systems and between zero

(0) and fifty (50) underwater acoustic release systems per contract option ordering period, based on the needs of the agency. We CANNOT guarantee the number of units to be awarded, therefore proposed pricing should be based on an ordered quantity of one, though the vendor may elect to provide volume discounts, if they wish. Such discounts should be clearly indicated in quotation submission. Vendors who do not currently hold an existing contract are invited to submit a quote for the Buoyless/Ropeless Systems solicitation. Vendors with an existing contract award are also invited to submit a quote if the offered systems incorporate improvements or are new configurations that are not currently under contract.

SYSTEMS (Deck and Release)

When proposing different configuration options for a single system, please list offered configurations in list form (e.g. CLIN 0001- Option A, Option B, Option C etc.).

DECK SYSTEMS (controller, transducer, and interface (e.g., tablet):

The deck system shall be capable of triggering the underwater acoustic release system and should be capable of controlling and storing acoustic release codes, have gear location marking capability, and data storage of release locations with a time/date stamp and be powered by a 12v power supply or have a battery life of 72 hours run time. Each deck system shall have a touch interface through a supplied screen or a commercially available tablet. Either shall be provided by the awardee. Additionally, the deck system must include a transducer that is capable of communicating with and releasing the underwater acoustic release systems from the controller near the surface from 4 - 200fm in temperatures from 0-30C SST. Portable and boat mounted options are desirable.

UNDERWATER ACOUSTIC RELEASE SYSTEMS:

The Underwater acoustic release systems are expected to be the first unit in a trawl (series) of pots/traps and will be tied to the remaining pots/traps within the fishing operation. These systems must include all ancillary equipment and software that will trigger the release of their system that will allow the fishermen to retrieve their gear.

These systems must have:

1. Been previously tested in the commercial pot or trap fishery.

2. Be capable of operating in waters ranging from 0-30C SST.

3. When set and fishing, provide no vertical line in the water that could entangle a whale.

4. Units must have a mechanism (e.g., acoustic release) to trigger the systems so the gear can be retrieved.

5. Must be designed so the system can be reset and redeployed while at sea.

6. Unit must be of a size suitable for use on commercial fishing vessels where deck space and time may be limited. Unit should be similar in size and construction to a commercial lobster trap.

7. Units must be constructed of materials that will withstand constant submersion in salt water, weigh less than 250 lbs., and withstand a drop from 10 feet.

TRAINING

Operation Instructions on both the deck system and acoustic release system for the NEFSC Gear Team is required and should be factored in to contractor’s quotes.

SYSTEM MAINTENANCE:

The systems shall have a defined warranty period that covers routine maintenance, defective work, materials and equipment., and a An annual maintenance plan is required at a Firm-Fixed-Price rate for cost for maintenance and repairs past beyond the warranty period. Necessary repairs outside of the maintenance plan will be billed as time-and-materials.

OPTIONAL COMPONENTS:

1. Dash mounted/ chart plotter controller units (If offering, include as an optional configuration under CLINs 0001, 1001, 2001, 3001, and 4001)

2. Earthranger integration:

EarthRanger is a program of the Allen Institute for Artificial Intelligence (AI2) which has collaborated with NOAA to create a prototype system for the marking, sharing and aggregating of location data associated with on-demand fishing gear to avoid gear conflict.

Use of this platform during the closures ensures that systems from different on-demand gear manufacturers will be visible at the appropriate level of permission to other fishermen (both fixed and mobile), gear researchers, and fishery managers. Bids will be considered for companies incurring software development costs to integrate their existing data pipelines to be able to send data via API to EarthRanger and/or to make modifications to their workflows to accommodate the shared needs of the community in making all of the gear positions conform to allow for interoperability.

3. DELIVERY REQUIREMENTS

Vendors shall provide their system(s) and all components to Henry Milliken at the address below no later than 90 days after award.

Henry Milliken

NOAA/NMFS/NEFSC

166 Water Street Woods Hole, MA 02543

Section 4 - Contract Terms and Conditions

FAR 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services. (NOV 2023) - Alternate I (NOV 2021)

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance. The Government will perform inspections and tests in a manner that will not unduly delay the work.

(2) If the Government performs inspection or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(3) Unless otherwise specified in the contract, the Government will accept or reject services and materials at the place of delivery as promptly as practicable after delivery, and they will be presumed accepted 60 days after the date of delivery, unless accepted earlier.

(4) At any time during contract performance, but not later than 6 months (or such other time as may be specified in the contract) after acceptance of the services or materials last delivered under this contract, the Government may require the Contractor to replace or correct services or materials that at time of delivery failed to meet contract requirements. Except as otherwise specified in paragraph (a)(6) of this clause, the cost of replacement or correction shall be determined under paragraph (i) of this clause, but the "hourly rate" for labor hours incurred in the replacement or correction shall be reduced to exclude that portion of the rate attributable to profit. Unless otherwise specified below, the portion of the "hourly rate" attributable to profit shall be 10 percent. The Contractor shall not tender for acceptance materials and services required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as increased by the Government), the Government may‐

(A) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or deduct such increased cost from any amounts paid or due under this contract; or

(B) Terminate this contract for cause.

(ii) Failure to agree to the amount of increased cost to be charged to the Contractor shall be a dispute under the Disputes clause of the contract.

(6) Notwithstanding paragraphs (a)(4) and (5) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to‐

(i) Fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel; or

(ii) The conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(7) This clause applies in the same manner and to the same extent to corrected or replacement materials or services as to materials and services originally delivered under this contract.

(8) The Contractor has no obligation or liability under this contract to correct or replace materials and services that at time of delivery do not meet contract requirements, except as provided in this clause or as may be otherwise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government‐furnished property shall be governed by the clause pertaining to Government property.

(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. (1) The clause at FAR 52.202‐1, Definitions, is incorporated herein by reference. As used in this clause‐

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are‐

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

(C) Transferred between divisions, subsidiaries, or affiliates of the contractor under a common control.

(iii) Materials means‐

(A) Direct materials, including supplies transferred between divisions, subsidiaries, or affiliates of the contractor under a common control;

(B) Subcontracts for supplies and incidental services for which there is not a labor category specified in the contract;

(C) Other direct costs (e.g., incidental services for which there is not a labor category specified in the contract, travel, computer usage charges, etc.);

(D) The following subcontracts for services which are specifically excluded from the hourly rate: CLINs 0001, 0002, 0003, 0005, 1001, 1002, 1003, 2001, 2002, 2003, 3001, 3002, 3003, 4001, 4002 and 4003;

and

(E) Indirect costs specifically provided for in this clause.

(iv) Subcontract means any contract, as defined in FAR Subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(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) Payments. (1) Work performed. The Government will pay the Contractor as follows upon the submission of commercial invoices approved by the Contracting Officer:

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed. Fractional parts of an hour shall be payable on a prorated basis.

(B) The rates shall be paid for all labor performed on the contract that meets the labor qualifications specified in the contract. Labor hours incurred to perform tasks for which labor qualifications were specified in the contract will not be paid to the extent the work is performed by individuals that do not meet the qualifications specified in the contract, unless specifically authorized by the Contracting Officer.

(C) Invoices may be submitted once each month (or at more frequent intervals, if approved by the Contracting Officer) to the Contracting Officer or the authorized representative.

(D) When requested by the Contracting Officer or the authorized representative, the Contractor shall substantiate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of actual payment, individual daily job timecards, records that verify the employees meet the qualifications for the labor categories specified in the contract, or other substantiation specified in the contract.

(E) Unless the Schedule prescribes otherwise, the hourly rates in the Schedule shall not be varied by virtue of the Contractor having performed work on an overtime basis.

(1) If no overtime rates are provided in the Schedule and the Contracting Officer approves overtime work in advance, overtime rates shall be negotiated.

(2) Failure to agree upon these overtime rates shall be treated as a dispute under the Disputes clause of this contract.

(3) If the Schedule provides rates for overtime, the premium portion of those rates will be reimbursable only to the extent the overtime is approved by the Contracting Officer.

(ii) Materials.

(A) If the Contractor furnishes materials that meet the definition of a commercial product at FAR 2.101, the price to be paid for such materials shall not exceed the Contractor's established catalog or market price, adjusted to reflect the‐

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(1)(ii)(A) and (D)(2) of this clause, the Government will reimburse the Contractor the actual cost of materials (less any rebates, refunds, or discounts received by the contractor that are identifiable to the contract) provided the Contractor‐

(1) Has made payments for materials in accordance with the terms and conditions of the agreement or invoice; or

(2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Government and such payment is in accordance with the terms and conditions of the agreement or invoice.

(C) To the extent able, the Contractor shall‐

(1) Obtain materials at the most advantageous prices available with due regard to securing prompt delivery of satisfactory materials; and

(2) Give credit to the Government for cash and trade discounts, rebates, scrap, commissions, and other amounts that are identifiable to the contract.

(D) Other Costs. Unless listed below, other direct and indirect costs will not be reimbursed.

(1) Other Direct Costs. The Government will reimburse the Contractor on the basis of actual cost for the following, provided such costs comply with the requirements in paragraph (i)(1)(ii)(B) of this clause: CLINs 0003 (T&M portion), 0004, 1003 (T&M portion), 1004, 2003 (T&M portion), 2004, 3003 (T&M portion)4, 3004, 4003 (T&M portion) and 4004

(2) Indirect Costs (Material Handling, Subcontract Administration, etc.). The Government will reimburse the Contractor for indirect costs on a pro‐rata basis over the period of contract performance at the following fixed price: None

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in performing this contract in the next succeeding 30 days, if added to all other payments and costs previously accrued, will exceed 85 percent of the ceiling price in the Schedule, the Contractor shall notify the Contracting Officer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and documentation. If at any time during the performance of this contract, the Contractor has reason to believe that the total price to the Government for performing this contract will be substantially greater or less than the then stated ceiling price, the Contractor shall so notify the Contracting Officer, giving a revised estimate of the total price for performing this contract, with supporting reasons and documentation. If at any time during performance of this contract, the Government has reason to believe that the work to be required in performing this contract will be substantially greater or less than the stated ceiling price, the Contracting Officer will so advise the Contractor, giving the then revised estimate of the total amount of effort to be required under the contract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceiling price in the Schedule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Schedule, unless and until the Contracting Officer notifies the Contractor in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall constitute the ceiling price for performance under this contract. When and to the extent that the ceiling price set forth in the Schedule has been increased, any hours expended and material costs incurred by the Contractor in excess of the ceiling price before the increase shall be allowable to the same extent as if the hours expended and material costs had been incurred after the increase in the ceiling price.

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following (access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

(i) Records that verify that the employees whose time has been included in any invoice meet the qualifications for the labor categories specified in the contract;

(ii) For labor hours (including any subcontractor hours reimbursed at the hourly rate in the schedule), when timecards are required as substantiation for payment‐

(A) The original timecards (paper‐based or electronic);

(B) The Contractor's timekeeping procedures;

(C) Contractor records that show the distribution of labor between jobs or contracts;

and

(D) Employees whose time has been included in any invoice for the purpose of verifying that these employees have worked the hours shown on the invoices.

(iii) For material and subcontract costs that are reimbursed on the basis of actual cost‐

(A) Any invoices or subcontract agreements substantiating material costs; and

(B) Any documents supporting payment of those invoices.

(5) Overpayments/Underpayments. Each payment previously made shall be subject to reduction to the extent of amounts, on preceding invoices, that are found by the Contracting Officer not to have been properly payable and shall also be subject to reduction for overpayments or to increase for underpayments. The Contractor shall promptly pay any such reduction within 30 days unless the parties agree otherwise. The Government within 30 days will pay any such increases, unless the parties agree otherwise.

The Contractor's payment will be made by check. If the Contractor becomes aware of a duplicate invoice payment or that the Government has otherwise overpaid on an 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)(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, and then at the rate applicable for each six month period as established 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 in a timely manner;

(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 FAR 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.

(viii) Upon receipt and approval of the invoice designated by the Contractor as the "completion invoice" and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and supporting documentation, shall be submitted by the Contractor as promptly as practicable following completion of the work under this contract, but in no event later than 1 year (or such longer period as the Contracting Officer may approve in writing) from the date of completion.

(7) Release of claims. The Contractor, and each assignee under an assignment entered into under this contract and in effect at the time of final payment under this contract, shall execute and deliver, at the time of and as a condition precedent to final payment under this contract, a release discharging the Government, its officers, agents, and employees of and from all liabilities, obligations, and claims arising out of or under this contract, subject only to the following exceptions.

(i) Specified claims in stated amounts, or in estimated amounts if the amounts are not susceptible to exact statement by the Contractor.

(ii) Claims, together with reasonable incidental expenses, based upon the liabilities of the Contractor to third parties arising out of performing this contract, that are not known to the Contractor on the date of the execution of the release, and of which the Contractor gives notice in writing to the Contracting Officer not more than 6 years after the date of the release or the date of any notice to the Contractor that the Government is prepared to make final payment, whichever is earlier.

(iii) Claims for reimbursement of costs (other than expenses of the Contractor by reason of its indemnification of the Government against patent liability), including reasonable incidental expenses, incurred by the Contractor under the terms of this contract relating to patents.

(8) 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.

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

(10) 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 that appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(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 an amount for direct labor hours (as defined in the Schedule of the contract) determined by multiplying the number of direct labor hours expended before the effective date of termination by the hourly rate(s) in the contract, less any hourly rate payments already made to the Contractor plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system that 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 that 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…