1305M324Q0243 RFQ.pdf

1305M324Q0243

1. REQUEST NO.

5a. ISSUED BY

NAME

a. NAME

c. STREET ADDRESS

d. CITY

10. PLEASE FURNISH QUOTATIONS TO

THE ISSUING OFFICE IN BLOCK 5a ON

OR BEFORE CLOSE OF BUSINESS (Date)

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

UNDER BDSA REG. 2

AND/OR DMS REG.1

RATING

6. DELIVERY BY (Date)

7. DELIVERY

9. DESTINATION

a. NAME OF CONSIGNEE

b. STREET ADDRESS

PAGE OF PAGES

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

TELEPHONE NUMBER

AREA CODE NUMBER

8. TO:

b. COMPANY

e. STATE f. ZIP CODE

c. CITY

d. STATE e. ZIP CODE

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

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

THIS RFQ

REQUEST FOR QUOTATION

(THIS IS NOT AN ORDER)

IS IS NOT A SMALL BUSINESS SET ASIDEX

05/18/2024

1 86

7600 SAND POINT WAY NE BLDG 1

SEATTLE WA 98115

WAD-NMFS-Seattle Multiple

ALASKA FISHERIES SCIENCE CTR

7600 SAND POINT WAY NE

/F/AKC

SEATTLE

WA 98115-6349

206 526-4393NOVELLE KEY

06/02/2024 2330 PT

FOB DESTINATION

OTHER

(See Schedule)X

ITEM NO.

(a)

SUPPLIES/SERVICES

(b)

QUANTITY

(c)

UNIT

(d)

UNIT PRICE

(e)

AMOUNT

(f)

Alaska Fisheries Science Center Fisheries Monitoring and Analysis Division 7600 Sand Point Way, Building 4 Seattle, WA 98115-0070

Period of Performance: 06/09/2024 to 12/28/2026

12. DISCOUNT FOR PROMPT PAYMENT

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

NUMBER PERCENTAGE

NOTE: Additional provisions and representations

13. NAME AND ADDRESS OF QUOTER

b. STREET ADDRESS

c. COUNTY

d. CITY e. STATE f. ZIP CODE

14. SIGNATURE OF PERSON AUTHORIZED TO

SIGN QUOTATION

16. SIGNER

a. NAME (Type or print)

c. TITLE (Type or print)

a. NAME OF QUOTER

AREA CODE

NUMBER

15. DATE OF QUOTATION

b. TELEPHONE are are not attached

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition not usable

STANDARD FORM 18 (REV. 6-95)

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

1305M324Q0243 BASE

Section 2 - Combined Synopsis/Solicitation Section 3 - Line Items and Attachments Section 4 - Contract Terms and Conditions Section 5 - Other Contract Terms and Conditions Section 6 - Instructions to Offerors Section 7 - Evaluation

Section 2 - Combined Synopsis/Solicitation

Fishery Observer & Electronic Monitoring Support Services: Alaska Marine Mammal Observer Program

Standard Language FAR Part 12 - Combined Synopsis/Solicitation

(i) This is a combined synopsis/solicitation for commercial products or commercial services prepared in accordance with the format in FAR subpart 12.6, as supplemented with FAR subpart 13.5 and additional information included in this notice. This announcement constitutes the only solicitation; quotes are being requested and a written solicitation will not be issued.

(ii) The solicitation number is 1305M324Q0243 and is issued as a request for quotation (RFQ).

(iii) The Solicitation document and incorporated provisions and clauses are those in effect through Federal Acquisition Circular (FAC) 2024-04 Effective May 1, 2024.

(iv) The set-aside for this combined synopsis/solicitation is total small business. The associated NAICS code is 541990, All Other Professional, Scientific, and Technical Services, and the small business size standard is $19.5 million.

(v) Please see the line-item list in section 3 for included line items.

(vi) See Attachments for description of requirement.

(vii) See Sections 3 and 5 for period of performance and delivery information.

(viii) The provision at 52.212-1, Instructions to Offerors-Commercial Products and Commercial Services, applies to this acquisition see section 6 for addenda, if any.

(ix) CAR 1352.213-70 Evaluation utilizing simplified acquisition procedures applies. See Section 7 for additional information.

(x) Offerors are advised to include a completed copy of the provision at 52.212-3, Offeror Representations and Certifications-Commercial Products and Commercial Services, with its offer.

(xi) The clause at 52.212-4, Contract Terms and Conditions-Commercial Products and Commercial Services, applies to this acquisition. See section 4 for addenda, if any.

(xii) The clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders-Commercial Products and Commercial Services, applies to this acquisition. See section 5 FAR 52.212-5 for applicable clauses.

(xiii) See attachments for additional terms and conditions.

(xiv) The Defense Priorities and Allocations System (DPAS) is not applicable.

(xv) Offers shall be submitted no later than 06/02/2024 23:30 PT. Submit offers via email to the attention of the Contract Specialist, Novelle Key, at Novelle.Key@noaa.gov and the Contracting Officer, Kayla Johnson, at Kayla.Johnson@noaa.gov.

(xvi) Contact the Contract Specialist, Novelle Key, at Novelle.Key@noaa.gov and the Contracting Officer, Kayla Johnson, at Kayla.Johnson@noaa.gov. for information regarding the solicitation.

Section 3 - Line Items and Attachments

List of Line Items

Item Number Description Quantity Unit Unit Price Amount

0001 60 DA

Fishery Observer Support Services for observers deployed to vessels for the Fisheries Monitoring and Analysis (FMA) Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price Product/Service Code: F020 Period of Performance: 06/09/2024 to 10/17/2024

Travel associated with deploying observers for the FMA Division (to include travel associated with option days) in accordance with the Performance Work Statement.

NOT TO EXCEED: $4,000.00

Award Type: Time-and-materials Product/Service Code: F020 Period of Performance: 06/09/2024 to 10/17/2024

0003 10 DA

Option for up to 10 additional days of Fishery Observer Support Services for observers deployed to vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price Product/Service Code: F020 Period of Performance: 06/09/2024 to 10/17/2024

0004 60 DA

Boat operator support services for observer vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price Product/Service Code: F020 Period of Performance: 06/09/2024 to 10/17/2024

0005 2 EA

Procurement of vessels to serve as separate observer platforms in accordance with the Performance Work Statement Award Type: Firm-fixed-price Product/Service Code: F020

Item Number Description Quantity Unit Unit Price Amount

Period of Performance: 06/09/2024 to 10/17/2024

0006 10 DA

Option for up to 10 additional days of Boat operator support services for observer vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price Product/Service Code: F020 Period of Performance: 06/09/2024 to 10/17/2024

1001 140 DA

Fishery Observer Support Services for observers deployed to vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2025 to 12/20/2025

Travel associated with deploying observers for the FMA Division (to include travel associated with option days) in accordance with the Performance Work Statement.

NOT TO EXCEED: $5,500.00

Award Type: Time-and-materials

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2025 to 12/20/2025

1003 60 DA

Option for up to 60 additional days of Fishery Observer Support Services for observers deployed to vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2025 to

Item Number Description Quantity Unit Unit Price Amount

12/20/2025

1004 294 DA

Electronic Monitoring Support Services for procurement, installation, maintenance, data storage and data review in accordance with the Performance Work Statement Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2025 to 12/20/2025

1005 206 DA

Boat operator support services for observer vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2025 to 12/20/2025

1006 4 EA

Procurement of vessels to serve as separate observer platforms in accordance with the Performance Work Statement Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2025 to 12/20/2025

1007 60 DA

Option for up to 60 additional days of Boat operator support services for observer vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2025 to 12/20/2025

2001 138 DA

Fishery Observer Support Services for

Item Number Description Quantity Unit Unit Price Amount observers deployed to vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2026 to 12/28/2026

Travel associated with deploying observers for the FMA Division (to include travel associated with option days) in accordance with the Performance Work Statement.

NOT TO EXCEED: $5,500.00

Award Type: Time-and-materials

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2026 to 12/28/2026

2003 60 DA

Option for up to 60 additional days of Fishery Observer Support Services for observers deployed to vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2026 to 12/28/2026

2004 302 DA

Electronic Monitoring Support Services for procurement, installation, maintenance, data storage and data review in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2026 to 12/28/2026

Item Number Description Quantity Unit Unit Price Amount

2005 212 DA

Boat operator support services for observer vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2026 to 12/28/2026

2006 4 EA

Procurement of vessels to serve as separate observer platforms in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2026 to 12/28/2026

2007 60 DA

Option for up to 60 additional days of Boat operator support services for observer vessels for the FMA Division, in accordance with the Performance Work Statement.

Award Type: Firm-fixed-price

(Option Line Item)

Product/Service Code: F020 Period of Performance: 03/01/2026 to 12/28/2026

List of Attachments

Attachment Number Title 1 Performance Work Statement 2 Wage Determination No. 2004-0287 Revision No. 46 3 Wage Determination No. 2015-5685 Revision No. 21 4 Online Past Performance Questionnaire

Section 4 - Contract Terms and Conditions

FAR 52.204-13 System for Award Management Maintenance. (OCT 2018)

FAR 52.204-18 Commercial and Government Entity Code Maintenance. (AUG 2020)

FAR 52.204-21 Basic Safeguarding of Covered Contractor Information Systems. (NOV 2021)

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

FAR 52.217-7 Option for Increased Quantity - Separately Priced Line Item. (MAR 1989)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within the period of performance of the contract.

Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

(End of clause)

FAR 52.227-14 Rights in Data-General. (MAY 2014)

FAR 52.245-1 Government Property. (SEP 2021)

FAR 52.245-9 Use and Charges. (APR 2012)

CAR 1352.201-70 Contracting Officer's Authority. (MAR 2010)

CAR 1352.209-72 Restrictions against disclosure. (APR 2010)

CAR 1352.209-73 Compliance with the laws. (APR 2010)

CAR 1352.209-74 Organizational conflict of interest. (APR 2010)

CAR 1352.228-72 Deductibles under required insurance coverage-fixed price. (APR 2010)

CAR 1352.237-71 Security processing requirements-low risk contracts (APR 2010)

ASSOCIATED TRAVEL

Any travel costs, including transportation, lodging, subsistence, and incidental expenses, incurred in association with the performance of this work incurred by the Contractor's personnel, subcontractors or consultants while in a travel status, will be reimbursed (without profit, G&A, or overhead) up to a not-to-exceed amount listed in the contract. Air fares and transportation expenses (such as car rentals, taxis, etc.) will be reimbursed at actual expense. Air fare shall consist of the actual, but not to exceed the lowest customary standard coach, or equivalent airfare during the normal business hours or as otherwise provided in FAR 31.205-46(b). All hotel/lodging, subsistence, and incidental expenses will be reimbursed at the current per diem and/or mileage costs are limited to rates set by the Federal Travel Regulations (FTR), per Federal Acquisition Regulation (FAR) 31.205-46. See the GSA website for current per diem rates: https://www.gsa.gov/travel/plan-book/per-diem-rates. Receipts are required for hotels, car rentals and airfare tickets when submitting an invoice for reimbursement however, additional receipts may be required at any time to substantiate claimed travel expenses.

Invoices shall be supported with a copy of the ticket. The parties recognize that it may be necessary to cancel or reschedule travel. Where rescheduling or cancellation was due to unforeseeable cause(s) beyond the control and without fault or negligence of the Contractor, penalties imposed by airlines or other travel related services shall be treated as allowable reimbursable costs under this contract.

Invoices shall be supported with a copy of the ticket/receipt associated with the change.

Note: The language above is based upon no profit, G&A, or overhead being applied to actual costs.

(End of Solicitation and Contract Language)

CAR 1352.216-77 Ceiling price. (APR 2010)

The ceiling price of this contract is $15,000.00 for Time-and-Materials (T&M) Contract Line Item Numbers (CLINs) 0002, 1002, and 2002. The contractor shall not make expenditures nor incur obligations in the performance of this contract which exceed the ceiling price specified herein, except at the contractor's own risk.

(End of clause)

FAR 52.217-9 Option To Extend the Term of the Contract. (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within the period of performance of the contract; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30 days before the start of the period performance of the option period. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 3 years.

HARMLESS FROM LIABILITY

The Contractor shall hold and save the Government, its officers, agents, and employees harmless from liability of any nature or kind, including costs and expenses to which they may be subject or on account of any or all suits or damages of any character whatsoever resulting from injuries or damages sustained by any person or persons or property by virtue of performance of this contract, arising or resulting in whole or in part from the fault, negligence, wrongful act or wrongful omission of the Contractor, or any subcontractor, their employees, and agents.

(End of Solicitation and Contract Language)

INDEMNIFICATION OF THE GOVERNMENT

The Contractor shall save and hold harmless and indemnify the Government against any and all liability claims, and cost of any kind and nature for injury to or death of any person or persons and for loss or damage to any Contractor property or property owned by a third party occurring in connection with or in any way incident to or arising out of the occupancy, use, service, operation, or performance of work under the terms of this contract, resulting in whole or in part from the acts or omissions of the Contractor, any Subcontractor, or any employee, agent, or representative of the Contractor or Subcontractor.

(End of Solicitation and Contract Language)

OBSERVER RELEASE OF PERSONAL INFORMATION

Due to the critical and sensitive nature of the collected data, the Contractor shall have all employees, independent Contractors, subcontractor’s employees complete an Authorization for Release of Information authorizing the National Marine Fisheries Service to conduct a background investigation and a Security Worksheet for Non-employees, and submit to the COR no later than seven (7) days prior to scheduled training or briefing session.

(End of Solicitation and Contract Language)

OTHER DIRECT COSTS

The costs for observer travel which are incurred during and for performance of this contract will be reimbursed by the Government at cost in accordance with Clause FAR 52.212-4 (Alternate I). Invoices for such costs must include a copy of the invoice/receipt from the provider. Only actual costs will be reimbursed, and will only be reimbursed to the observer Contractor.

(End of Solicitation and Contract Language)

Standard Language Addendum to 52.212-4

Additional FAR, CAR, and NOAA Acquisition Manual clauses are included as addenda in this Section.

Standard Language Addendum to 52.212-4 Alternate I

FAR Clause 52.212-4 Contract Terms and Conditions - Commercial Products and Commercial Services (NOV 2023) - Alternate I (NOV 2021) is applicable only to travel associated with this requirement.

Standard Language UTILIZATION OF FEDCONNECT FOR CONTRACT ADMINISTRATION

The Department of Commerce will utilize the FedConnect® web portal in administering this award. The contractor must be registered in FedConnect® and have access to the FedConnect® website located at https://www.fedconnect.net/Fedconnect/. For assistance in registering or for other FedConnect® questions please call the FedConnect® Help Desk at (800) 899-6665 or email at support@fedconnect.net. There is no charge for registration in or use of FedConnect®.

FAR 52.209-7 Information Regarding Responsibility Matters. (OCT 2018)

(a) Definitions. As used in this provision-

Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

Federal contracts and grants with total value greater than $10,000,000 means-

(1) The total value of all current, active contracts and grants, including all priced options;

and

(2) The total value of all current, active orders including all priced options under indefinite-delivery, indefinite-quantity, 8(a), or requirements contracts (including task and delivery and multiple-award Schedules).

Principal means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions).

(b) The offeror [ ] has [ ] does not have current active Federal contracts and grants with total value greater than $10,000,000.

(c) If the offeror checked "has" in paragraph (b) of this provision, the offeror represents, by submission of this offer, that the information it has entered in the Federal Awardee Performance and Integrity Information System (FAPIIS) is current, accurate, and complete as of the date of submission of this offer with regard to the following information:

(1) Whether the offeror, and/or any of its principals, has or has not, within the last five years, in connection with the award to or performance by the offeror of a Federal contract or grant, been the subject of a proceeding, at the Federal or State level that resulted in any of the following dispositions:

(i) In a criminal proceeding, a conviction.

(ii) In a civil proceeding, a finding of fault and liability that results in the payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more.

(iii) In an administrative proceeding, a finding of fault and liability that results in-

(A) The payment of a monetary fine or penalty of $5,000 or more; or

(B) The payment of a reimbursement, restitution, or damages in excess of $100,000.

(iv) In a criminal, civil, or administrative proceeding, a disposition of the matter by consent or compromise with an acknowledgment of fault by the Contractor if the proceeding could have led to any of the outcomes specified in paragraphs (c)(1)(i), (c)(1)(ii), or (c)(1)(iii) of this provision.

(2) If the offeror has been involved in the last five years in any of the occurrences listed in (c)(1) of this provision, whether the offeror has provided the requested information with regard to each occurrence.

(d) The offeror shall post the information in paragraphs (c)(1)(i) through (c)(1)(iv) of this provision in FAPIIS as required through maintaining an active registration in the System for Award Management, which can be accessed via https://www.sam.gov (see 52.204-7).

(End of provision)

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. Profit N/A for Travel.

(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: N/A; 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: Approved Travel Only.

(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: N/A for Travel.

(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 written request, with adequate assurances of future performance. Subject to the terms of this contract, the Contractor shall be paid an amount computed under paragraph (i) Payments of this clause, but the "hourly rate" for labor hours expended in furnishing work not delivered to or accepted by the Government shall be reduced to exclude that portion of the rate attributable to profit.

Unless otherwise specified in paragraph (a)(4) of this clause, the portion of the "hourly rate" attributable to profit shall be 10 percent. In the event of termination for cause, the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

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

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain

Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C.