15M20019RA32NPS01.pdf

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24 & 30

1. REQUISITION NUMBER

5. SOLICITATION NUMBER

15M20019RA32NPS01

2. CONTRACT NO. 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 6. SOLICITATION ISSUE

DATE

05/16/2019

7. FOR SOLICITATION INFORMATION

CALL:

a. NAME

STEPHEN A. SEABERRY

osc.procurements@usdoj.gov

b. TELEPHONE NUMBER (No collect calls) 8. OFFER DUE DATE / LOCAL

TIME

06/24/2019 10:00:00

CODE 15M200

Office of Security Contracts JSD-OSC, CG-3, 14th FL Office of Security Contracts Landover Operations Center 3601 Pennsy Drive Landover, MD 20785

9. ISSUED BY X UNRESTRICTED OR SET ASIDE: % FOR

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

WOMEN-OWNED SMALL BUSINESS (WOSB)

ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

8(A)

NAICS: 561621

SIZE STANDARD: $29,000,000

10. THE ACQUISITION IS

SEE

SCHEDULE

X

11. DELIVERY FOR FOB DESTINATION

UNLESS BLOCK IS MARKED

NET 30

12. DISCOUNT TERMS

13a. THIS CONTRACT IS A

RATED ORDER UNDER DPAS

(15 CFR 700)

13b. RATING

RFQ IFB X RFP

14. METHOD OF SOLICITATION

15M200CODE15. DELIVER TO

Office of Security Contracts JSD-OSC, CG-3, 14th FL Office of Security Contracts Landover Operations Center 3601 Pennsy Drive

Stephen Seaberry

CODE16. ADMINISTERED BY

FACILITY

CODE

CODE

TELEPHONE NO.

17a. CONTRACTOR/

OFFEROR

CODE18a. PAYMENT WILL BE MADE BY

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER SEE ADDENDUM

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS

CHECKED

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

United States Marshals Service National Physical Security Program Maintenance and Installation Services.

Due Date: June 24, 2019 10:00 AM EST

Attachments are incorporated into the RFP.

See Continuation Sheet(s) (Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Govt. Use Only)

X 27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA X ARE ARE NOT ATTACHED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA ARE ARE NOT ATTACHED

X 28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN 1 COPIES TO

ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS SET FORTH

OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS SUBJECT TO THE

TERMS AND CONDITIONS SPECIFIED.

29. AWARD OF CONTRACT: REF. _____________________________ OFFER

DATED _________________ . YOUR OFFER ON SOLICITATION (BLOCK 5)

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN,

IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR 31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT) 30c. DATE SIGNED 31b. NAME OF THE CONTRACTING OFFICER (TYPE OR PRINT)

Stephen A Seaberry

31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

15M20019RA32NPS01 Page 1 of 34

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: _________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32c. DATE 32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE 32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

PARTIAL FINAL

33. SHIP NUMBER 34. VOUCHER NUMBER 35. AMOUNT VERIFIED

CORRECT FOR

COMPLETE PARTIAL FINAL

36. PAYMENT 37. CHECK NUMBER

38. S/R ACCOUNT NUMBER 39. S/R VOUCHER NUMBER 40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print)

41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41c. DATE

42b. RECEIVED AT (Location)

42c. DATE REC'D (YY/MM/DD) 42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACK

15M20019RA32NPS01 Page 2 of 34

Table of Contents

Section Description Page Number

1 Solicitation/Contract Form 2 Commodity or Services Schedule 3 Contract Clauses

2852.223-70 Unsafe Conditions Due to the Presence of Hazardous Material (June 1996) DJAR-PGD-02-02A Non-U.S. Citizens Prohibited from Access to DOJ Information Technology (IT) Systems DJAR-PGD-02-02B Non-U.S. Citizens Prohibited from Access to DOJ Information Technology (IT) Systems DJAR-PGD-05-08 Implementation of Homeland Security Presidential Directive (HSPD) 12 - Policy for a Common Identification Standard for Federal Employees and Contractor DJAR-PGD-07-10 Ensuring New Acquisitions Include Common Security Configurations DJAR-PGD-07-12 Maintaining Contractor Performance During a Pandemic or Other Emergency DJAR-PGD-08-04 Security of Systems and Data, Including Personally Identifiable Information DJAR-PGD-08-05 Contractor Certification of Compliance with Federal Tax Requirements 52.212-4 Alt I Contract Terms and Conditions--Commercial Items (Oct 2018) - Alternate I (Jan 2017) 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders--Commercial Items (Jan 2019) 52.216-18 Ordering (Oct 1995) 52.216-19 Order Limitations (Oct 1995) 52.216-22 Indefinite Quantity (Oct 1995) 52.217-8 Option to Extend Services (Nov 1999) 52.217-9 Option to Extend the Term of the Contract (Mar 2000) USMS-0001 Release of Residual Funds ($100 or Less) USMS-0002 Release of Residual Funds (Greater Than $100) USMS-0003 Acceleration of Payments to Small Businesses USMS-0005 DOJ Procurement Guidance Document; Restrictions and Prohibition on Use of FY 2015 Funds (FAR 52.209-5 DEVIATION 15-02 (May 11, 2015) USMS-0007 Federal Workplace Responses to Domestic Violence, Sexual Assault and Stalking (2014) USMS-0008 Productive/Non-Productive Language

USMS-0011 RELEASE OF CLAIMS

USMS-0013 ELECTRONIC INVOICING AND PAYMENT REQUIREMENTS - INVOICE

PROCESSING PLATFORM (IPP) (JAN 2018)

52.232-18 Availability Of Funds (Apr 1984) 52.232-19 Availability Of Funds For The Next Fiscal Year (Apr 1984) 52.211-11 Liquidated Damages - Supplies, Services, or Research and Development (Sept 2000)

4 List of Attachments 5 Solicitation Provisions

52.209-12 Certification Regarding Tax Matters (Feb 2016) USMS-0004 Representation Regarding Felony Conviction Under Any Federal law or Unpaid Delinquent Tax Liability (Deviation 2012-02) (January 2012) USMS-0006 Federal Workplace Responses to Domestic Violence, Sexual Assault, and Stalking - Provision (2014) 52.209-7 Information Regarding Responsibility Matters (Oct 2018) 52.204-22 Alternative Line Item Proposal (Jan 2017)

15M20019RA32NPS01 Page 3 of 34

Section 2 - Commodity or Services Schedule

SCHEDULE OF SUPPLIES/SERVICES

CONTINUATION SHEET

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Initial Inspection and Evaluation (IIE) and Inventory - (Time-and-Materials)

Provide IIE and Inventory support in accordance with Section C.3.1.1.1 - C.3.1.1.2 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2019 - 09/30/2020

Base Period

0.000000 $____________ $___________________

0002 Preventative Maintenance - (Firm Fixed Price)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2019 - 09/30/2020

Base Period

0.000000 $____________ $___________________

0003 Preventative Maintenance - (Time-and-Materials)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2019 - 09/30/2020

Base Period

0.000000 $____________ $___________________

0004 Repair and Upgrade Services (Time-and-Materials)

Provide Repair and Upgrade support in accordance with Section C.3.1.2 - C.3.1.5 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2019 - 09/30/2020

Base Period

0.000000 $____________ $___________________

0005 Installation (Firm Fixed Price)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2019 - 09/30/2020

Base Period

0.000000 $____________ $___________________

0006 Installation (Time-and-Materials)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2019 - 09/30/2020

Base Period

0.000000 $____________ $___________________

0007 Program Management Support

Provide Program Management Support in accordance with Section C.3.3 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2019 - 09/30/2020

Base Period

0.000000 $____________ $___________________

1001 Initial Inspection and Evaluation (IIE) and Inventory - (Time-and-Materials)

Provide IIE and Inventory support in accordance with Section C.3.1.1.1 - C.3.1.1.2 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2020 - 09/30/2021

Option Period

0.000000 $____________ $___________________

1002 Preventative Maintenance - (Firm Fixed Price)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

0.000000 $____________ $___________________

15M20019RA32NPS01 Page 4 of 34

Line Period of Performance: 10/01/2020 - 09/30/2021

Option Period

1003 Preventative Maintenance - (Time-and-Materials)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2020 - 09/30/2021

Option Period

0.000000 $____________ $___________________

1004 Repair and Upgrade Services (Time-and-Materials)

Provide Repair and Upgrade support in accordance with Section C.3.1.2 - C.3.1.5 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2020 - 09/30/2021

Option Period

0.000000 $____________ $___________________

1005 Installation (Firm Fixed Price)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2020 - 09/30/2021

Option Period

0.000000 $____________ $___________________

1006 Installation (Time-and-Materials)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2020 - 09/30/2021

Option Period

0.000000 $____________ $___________________

1007 Program Management Support

Provide Program Management Support in accordance with Section C.3.3 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2020 - 09/30/2021

Option Period

0.000000 $____________ $___________________

2001 Initial Inspection and Evaluation (IIE) and Inventory - (Time-and-Materials)

Provide IIE and Inventory support in accordance with Section C.3.1.1.1 - C.3.1.1.2 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2021 - 09/30/2022

Option Period

0.000000 $____________ $___________________

2002 Preventative Maintenance - (Firm Fixed Price)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2021 - 09/30/2022

Option Period

0.000000 $____________ $___________________

2003 Preventative Maintenance - (Time-and-Materials)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2021 - 09/30/2022

Option Period

0.000000 $____________ $___________________

2004 Repair and Upgrade Services (Time-and-Materials)

Provide Repair and Upgrade support in accordance with Section C.3.1.2 - C.3.1.5 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2021 - 09/30/2022

Option Period

0.000000 $____________ $___________________

2005 Installation (Firm Fixed Price)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2021 - 09/30/2022

15M20019RA32NPS01 Page 5 of 34

Option Period

2006 Installation (Time-and-Materials)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2021 - 09/30/2022

Option Period

0.000000 $____________ $___________________

2007 Program Management Support (Firm Fixed Price)

Provide Program Management Support in accordance with Section C.3.3 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2021 - 09/30/2022

Option Period

0.000000 $____________ $___________________

3001 Initial Inspection and Evaluation (IIE) and Inventory - (Time-and-Materials)

Provide IIE and Inventory support in accordance with Section C.3.1.1.1 - C.3.1.1.2 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2022 - 09/30/2023

Option Period

0.000000 $____________ $___________________

3002 Preventative Maintenance - (Firm Fixed Price)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2022 - 09/30/2023

Option Period

0.000000 $____________ $___________________

3003 Preventative Maintenance - (Time-and-Materials)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2022 - 09/30/2023

Option Period

0.000000 $____________ $___________________

3004 Repair and Upgrade Services (Time-and-Materials)

Provide Repair and Upgrade support in accordance with Section C.3.1.2 - C.3.1.5 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2022 - 09/30/2023

Option Period

0.000000 $____________ $___________________

3005 Installation (Firm Fixed Price)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2022 - 09/30/2023

Option Period

0.000000 $____________ $___________________

3006 Installation (Time-and-Materials)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2022 - 09/30/2023

Option Period

0.000000 $____________ $___________________

3007 Program Management Support (Firm Fixed Price)

Provide Program Management Support in accordance with Section C.3.3 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2022 - 09/30/2023

Option Period

0.000000 $____________ $___________________

4001 Initial Inspection and Evaluation (IIE) and Inventory - (Time-and-Materials)

Provide IIE and Inventory support in accordance with Section C.3.1.1.1 - C.3.1.1.2 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2022 - 09/30/2023

Option Period

15M20019RA32NPS01 Page 6 of 34

4002 Preventative Maintenance - (Firm Fixed Price)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2023 - 09/30/2024

Option Period

0.000000 $____________ $___________________

4003 Preventative Maintenance - (Time-and-Materials)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

Line Period of Performance: 10/01/2023 - 09/30/2024

Option Period

0.000000 $____________ $___________________

4004 Repair and Upgrade Services (Time-and-Materials)

Provide Repair and Upgrade support in accordance with Section C.3.1.2 - C.3.1.5 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2023 - 09/30/2024

Option Period

0.000000 $____________ $___________________

4005 Installation (Firm Fixed Price)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2023 - 09/30/2024

Option Period

0.000000 $____________ $___________________

4006 Installation (Time-and-Materials)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2023 - 09/30/2024

Option Period

0.000000 $____________ $___________________

4007 Program Management Support (Firm Fixed Price)

Provide Program Management Support in accordance with Section C.3.3 of Attachment 1 - Performance Work Statement

Line Period of Performance: 10/01/2023 - 09/30/2024

Option Period

0.000000 $____________ $___________________

5001 T&M Initial Inspection and Evaluation (IIE) and Inventory - Evaluation of FAR 52.217-8 (DO NOT COMPLETE)

Provide IIE and Inventory support in accordance with Section C.3.1.1.1 - C.3.1.1.2 of Attachment 1 - Performance Work Statement.

For evaluation purposes only, FAR 52.217-8 will be evaluated by dividing the Offeror’s total quoted price for Option Period 4 in half and adding the price to the quoted price for the base and four FAR 52.217-9 option periods. Should the Government, acting within its unilateral capacity, exercise this option, the Contractor shall continue performance at the rates current at the time the clause is exercised.

Line Period of Performance: 10/01/2022 - 04/30/2025

Option Period

0.000000 $____________ $___________________

5002 FFP Preventative Maintenance - Evaluation of FAR 52.217-8 (DO

NOT COMPLETE)

Provide Preventative Maintenance (PM) services in accordance with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

For evaluation purposes only, FAR 52.217-8 will be evaluated by dividing the Offeror’s total quoted price for Option Period 4 in half and adding the price to the quoted price for the base and four FAR 52.217-9 option periods. Should the Government, acting within its unilateral capacity, exercise this option, the Contractor shall continue performance at the rates current at the time the clause is exercised.

Line Period of Performance: 10/01/2023 - 04/30/2025

Option Period

0.000000 $____________ $___________________

5003 T&M Preventative Maintenance - Evaluation of FAR 52.217-8 (DO

NOT COMPLETE)

Provide Preventative Maintenance (PM) services in accordance

15M20019RA32NPS01 Page 7 of 34 with Section C.3.1.1.3 of Attachment 1 - Performance Work Statement.

For evaluation purposes only, FAR 52.217-8 will be evaluated by dividing the Offeror’s total quoted price for Option Period 4 in half and adding the price to the quoted price for the base and four FAR 52.217-9 option periods. Should the Government, acting within its unilateral capacity, exercise this option, the Contractor shall continue performance at the rates current at the time the clause is exercised.

Line Period of Performance: 10/01/2023 - 04/30/2025

Option Period

5004 T&M Repair and Upgrade Services - Evaluation of FAR 52.217-8

(DO NOT COMPLETE)

Provide Repair and Upgrade support in accordance with Section C.3.1.2 - C.3.1.5 of Attachment 1 - Performance Work Statement.

For evaluation purposes only, FAR 52.217-8 will be evaluated by dividing the Offeror’s total quoted price for Option Period 4 in half and adding the price to the quoted price for the base and four FAR 52.217-9 option periods. Should the Government, acting within its unilateral capacity, exercise this option, the Contractor shall continue performance at the rates current at the time the clause is exercised.

Line Period of Performance: 10/01/2023 - 04/30/2025

Option Period

0.000000 $____________ $___________________

5005 FFP Installation - Evaluation of FAR 52.217-8 (DO NOT

COMPLETE)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement.

For evaluation purposes only, FAR 52.217-8 will be evaluated by dividing the Offeror’s total quoted price for Option Period 4 in half and adding the price to the quoted price for the base and four FAR 52.217-9 option periods. Should the Government, acting within its unilateral capacity, exercise this option, the Contractor shall continue performance at the rates current at the time the clause is exercised.

Line Period of Performance: 10/01/2023 - 04/30/2025

Option Period

0.000000 $____________ $___________________

5006 T&M Installation - Evaluation of FAR 52.217-8 (DO NOT

COMPLETE)

Provide Installation support in accordance with Section C.3.2 of Attachment 1 - Performance Work Statement.

For evaluation purposes only, FAR 52.217-8 will be evaluated by dividing the Offeror’s total quoted price for Option Period 4 in half and adding the price to the quoted price for the base and four FAR 52.217-9 option periods. Should the Government, acting within its unilateral capacity, exercise this option, the Contractor shall continue performance at the rates current at the time the clause is exercised.

Line Period of Performance: 10/01/2023 - 04/30/2025

Option Period

0.000000 $____________ $___________________

5007 FFP Program Management Support - Evaluation of FAR 52.217-8

(DO NOT COMPLETE)

Provide Program Management Support in accordance with Section C.3.3 of Attachment 1 - Performance Work Statement.

For evaluation purposes only, FAR 52.217-8 will be evaluated by dividing the Offeror’s total quoted price for Option Period 4 in half and adding the price to the quoted price for the base and four FAR 52.217-9 option periods. Should the Government, acting within its unilateral capacity, exercise this option, the Contractor shall continue performance at the rates current at the time the clause is exercised.

Line Period of Performance: 10/01/2024 - 04/30/2025

Option Period

15M20019RA32NPS01 Page 8 of 34

Section 3 - Contract Clauses

52.212-4 Alt I Contract Terms and Conditions--Commercial Items (Oct 2018) - Alternate I (Jan 2017)

(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 du-ties.

(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 cor-rect 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. Un-less 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 re-placement or correction, and, when required, shall disclose the corrective action taken. TBD [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 replace-ment 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 in-creased 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 ma-nagerial 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.

15M20019RA32NPS01 Page 9 of 34

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

(e) Definitions. (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:

TBD [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; 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 reason-able 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;

15M20019RA32NPS01 Page 10 of 34

(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 con-tract.

(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, includ-ing 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 Con-tracting 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 spe-cified 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 item at 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

15M20019RA32NPS01 Page 11 of 34

(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 actu-al 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:

[Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert "None" if no reimbursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately the elements of other direct charge(s) for that order or, if no reimbursement for other direct costs will be provided, insert 'None'."]

Other direct costs will be identified at the task order level.

(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: [Insert a fixed amount for the indirect costs and payment schedule. Insert "$0" if no fixed price reimbursement for indirect costs will be provided. (If this is an indefinite de-livery contract, the Contracting Officer may insert "Each order must list separately the fixed amount for the indirect costs and pay-ment schedule or, if no reimbursement for indirect costs, insert 'None')."]

Indirect costs will be identified at the task order level.

(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 pay-ments 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 Of-ficer giving a revised estimate of the total price to the Government for performing this contract with supporting reasons and document-ation. 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 documenta-tion. If at any time during performance of this contract, the Government has reason to believe that the work to be required in perform-ing 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 Sched-ule, and the Contractor shall not be obligated to continue performance if to do so would exceed the ceiling price set forth in the Sched-ule, 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 in-curred 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 Con-tracting Officer):

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

15M20019RA32NPS01 Page 12 of 34 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 cost; 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 over-payments 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 other-wise 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 man-ner;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the de-mand 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.

15M20019RA32NPS01 Page 13 of 34

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisi-tion Regulation 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 documenta-tion, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days un-less 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 per-forming 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

15M20019RA32NPS01 Page 14 of 34 request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon ac-ceptance, 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 particu-lar 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 regu-lations 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 limita-tions 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.