19AQMM18R0131_ISO_9001-2015_SOLICITATION.pdf

SOLICITATION, OFFER, AND AWARD 11. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 1 RATING

700)

2 CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

19AQMM18R0131 0 SEALED BID (IFB) 09/04/2018o NEGOTIATED (RFP) b~?It:~E8FBXCQUISITION MANAGEMENT (A/LM/AQM) CODE: LMAQM 8. ADDRESS OFFER TO (If other than Item 7)

PO BOX 9115, ROSSLYN STATION

US DEPARTMENT OF STATE

ARLINGTON, VA 22219

19AQMM18R0131

NOTE: In sealed bid solicitations "offer' and "offeror' mean "bid" and "bidder'

SOLICITATION

9. Sealed offers in original and _4_ copies for furnishing the supplies or services in the Schedule will be received at the place specified in item 8, or if handcarried, in the depository located in __ until 11 :OO:OO_local time 10109/2018

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1 All offers are subject to all terms and conditions contained in this solicitation

10. FOR

A. NAME B. TELEPHONE (NO COLLECT C. E-MAIL ADDRESS

INFORMATION Pete Jones CALLS) jonespw@state.govE-MAIL:

843-746-0650

11. TABLE OF CONTENTS (See Table of Contents on page 2)

(X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S)

PART I - SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 12

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART 111- LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

X C DESCRIPTION/SPECS/WORK STATEMENT 5 X J LIST OF ATTACHMENTS 30

X D PACKAGING AND MARKING 6 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 7 X K REPRESENTATIONS CERTIFICATIONS AND OTHER 31X F DELIVERIES OR PERFORMANCE 8 STATEMENTS OF OFFERORS X G CONTRACT ADMINISTRATION DATA 9 X L INSTRS .. CONDS. AND NOTICES TO OFFERORS 47

X H SPECIAL CONTRACT REQUIREMENTS 11 X M EVALUATION FACTORS FOR AWARD 60

OFFER (Must be fully completed by offeror)

NOTE: Item 12 does not apply If the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

12 In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT (See Section I, Clause No. 10 CALENDAR DAYS(%) 120 CALENDAR DAYS(%) 30 CALENDAR DAYS(%) 1 0 CALENDER DAYS(%)52.232-8)

0.00 % 0.00 % 0.00 % 0.00 %

14. ACKNOWLEDGEMENT OF AMENDMENTS (The offeror AMENDMENT NO. DATE AMENDMENT NO. DATE acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated):

CONTACT' DUNS: 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (Type or Print)

15A NAME AND

ADDRESS OF

OFFEROR

15B. TELEPHONE NUMBER 17. SIGNATURE 18. OFFER DATEo 15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM

ABOVE - ENTER SUCH ADDRESS IN SCHEDULE

AWARD (To be completed by Government)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN (4 copies unless otherwise specified) liTEM

19. ACCEPTED AS TO ITEMS NUMBERED 120. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22 AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITIONo 10 U.S C 2304(c) ( ) 0 41 U.S.C. 253(c) ( )

24. ADMINISTERED BY (if other than lIem 7) CODE: 25. PAYMENT WILL BE MADE BY CODE:

(Signature of Contracting Officer)

28. DATE

09/04/2018

26. NAME OF CONTRACTING OFFICER (Type or print)

Pete Jones

27. UNITED STATES OF AMERICA

IMPORTANT ~Award will be made on this Form, or on Standard Form 26, or by other authOrized official written notice

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA ~ FAR (48 CFR) 53.214(c)

Line Item Solicitation Number: Ivontract Number: 1 itle: ISO-9000:2015 Date of Solicitation:

Summary

19AQMM18R0131 09/04/2018

Line Item Description Quantity Unit Unit Price Total CostNo.

001 0.00 EA

********PLEASE REFER TO SECTION J

ATTACHMENTS********

Doc Ref No:

Delivery Date FOB:

19AQMM18R0131

B-OOI SERVICES AND PRICES

B.1 TYPE OF CONTRACT (05/95)

The Government contemplates award of a Fixed-Price, Indefinite Delivery Indefinite Quality (IDIQ) contract for this requirement. The obligation offunds for the performance of services under this contract will be affected by the issuance of task orders.

B.2. MINIMUM AND MAXIMUM CONTRACT AMOUNTS--INDEFINITE QUANTITY CONTRACT

(a) Per FAR 52.216-22 "INDEFINITE QUANTITY," the minimum for this indefinite quantity contract shall be any quantity or combination of supplies and services equal to the amount(s) set forth below. If this contract contains options, the minimum for each option shall apply separately and independently to that option.

(b) The maximum for this indefinite quantity contract (including options) shall be any quantity or combination of supplies and ser-vices equal to $ _

2.1. PURPOSE/SCOPE OF WORK

The Bureau of the Comptroller and Global Financial Services (CGFS) located at 1969 Dyess Ave, Charleston, SC has a requirement to maintain its ISO-900 I :2015 certification. This certification is achieved via recertification and surveillance audits conducted by an ISO-900 1:20 15 certification body. A quality management system (QMS) has been developed and deployed at the following six CGFS locations:

• Charleston, South Carolina

• Bangkok, Thailand

• Manila, Philippines

• Paris, France

• Sofia, Bulgaria

• Washington, DC

The CGFS QMS was originally developed, deployed and then certified in Charleston, South Carolina during December 2008. This main operation is comprised of eighteen different functional offices of which each provides a unique service to its customer base.

Since that time, CGFS has expanded its QMS program to its satellite operations which include all domestic and overseas locations.

Over the years, CGFS QMS has undergone several business and process changes in support of its continuous improvement initiatives.

The attached six applicability matrices outline which clauses apply to which location under our global certification. Note: These matrices represent the latest level of certification, which is to ISO-900 1:2015 Standard.

In order to maintain the ISO-900 1:2015 certification, all of the CGFS operations must be audited annually by an outside third party re-gistrar to assess the QMS effectiveness and compliance to the ISO Standard. The ISO Accreditation body is: ANSI-ASQ National Ac-creditation Board (ANAB). ANAB is an underwriter for the International Accreditation Forum OAF).

2.2. Requirements

The ISO-900 1:2015 certification supports the CGFS key initiative to demonstrate to its customers the ability to provide consistent fin-ancial services which meet both customer-defined and regulatory requirements. Regularly scheduled internal audits of the QMS are conducted to assure that: key processes are functioning as intended, the QMS has a system for managing and mitigating risk, taking

19AQMM18R0131

corrective action when needed, deploying continuous improvement activities, and measuring/monitoring key performance metrics fo-cused on improving customer satisfaction and the overall condition of the business. The services required as part of this solicitation are:

1. Onsite recertification registration audits (once every three years at each location per the appropriate rotation sched-ule)

2. Onsite surveillance audits during the second and third year of the registration cycle The contractor must be able to provide certification per the ISO Accreditation body: ANSI-ASQ National Accreditation Board

(ANAB).

The contractor, Lead Auditor and any Supporting Auditors shall have past experience providing ISO-900 1:2015 certification services for a large global financial services organization of similar size and complexity to CGFS. The Lead Auditor and their supporting team shall assess the Quality Management System (QMS) as required for continued ISO-900 I :2015 certification. The contractor shall provide formal written reports of all findings as well as Opportunities for Improvement (OFls) in support of the CGFS continuous im-provement initiative. The Lead Auditor and any supporting auditors shall be certified in performing IS09001 :2015 audits and shall have a minimum of5-years ofIS09001 auditing experience. The contractor shall be a certification body accredited by ANAB. In ad-dition, the certification body must also have approval to use the IAF MLA mark and provide a copy of their accreditation certificate with their proposal.

The number of audit days required for recertification needs to be calculated for each operation using the criteria published in IAF MD 5:2015 (e.g. "Determination of Audit Time of Quality and Environmental Management Systems"). The majority (98%) of the work performed at CGFS is service related and does not include design related activities (refer to attached applicability matrices). The same criteria will be used to determine auditor days for surveillance.

2.3. KEY PERSONNEL REQUIREMENTS

A. Qualifications of Personnel

The Contractor shall employ or have relationships with qualified personnel according to the categories listed below to conduct the ser-vices required under this Scope of Work. Although proposed Contractor personnel may meet the qualifications presented below, the DOS has sole discretion to determine if proposed personnel will be acceptable to complete the services requested. The DOS will make this determination by reviewing resumes and certifications, interviewing prospective personnel, and checking references to ensure per-sonnel will satisfy the DOS requirements.

The services required are:

1. Registration audit on-site

2. Issuance of a registration certificate

3. Second and third year surveillance audits

The contractor must be able to provide certification per ISO Accreditation bodies: ANSI-ASQ National Accreditation Board (ANAS) and the International Accreditation Forum OAF).

The contractor shall have past experience with financial services organizations with business processes and practices in accounting, payroll and disbursing of funds (payment to vendors and travel vouchers). The auditors will assess the entire Quality Management System (QMS) that governs activities at all five GFS global locations. This encompasses all documentation, including the quality pro-cedures, quality manual, quality objective statement, and the internal audit program, process descriptions, work instructions, and all other documents that make up the total documentation of the QMS. The assessment should be in-depth and provide an accurate evalu-ation of the extent to which the GFS QMS in practice and intent meets or fails to meet the ISO Standard requirements. Where aspects of the QMS are deemed deficient, the contractor will provide specific findings relative to the ISO 9000:200 I Standards. In addition, the contractor shall provide formal written reports of all findings as well as Opportunities for Improvement (OF Is) in support of our continuous improvement initiative.

The selected contractor shall be responsible for auditing DOS domestic and overseas facilities. The selected Contractor shall provide part and full time experienced auditors as well as specialized personnel on a periodic basis to assist with the audits.

C. Identified Key Personnel To the extent possible, International Register of Certified Auditors (lRCA) certified Lead Auditors and Supporting Auditors (if re-quired) with significant experience working with organizations successfully certified to ISO 9001 must be used to complete this audit.

The auditors shall be ISO/IEC 17011 :2004 compliant. The requirement for auditor days will be determined using the International Accreditation Forum guidance Document/IEC Guide 62: 1996, or other guidance from a similar body. Note: The number of audit days required needs to be calculated for an operation without design. The same criteria will be used to determine auditor days for sur-veillance.

Page 4 of63

Section C- Descriptions/Specifications/Statement of Work

C-OOI STATEMENT OF WORK

SERVICE/LABOR CATEGORY DESCRIPTIONS

The Bureau of the Comptroller and Global Financial Services (CGFS) located at 1969 Dyess Ave, Charleston, SC has a requirement to maintain its ISO-900 I :2015 certification. This certification is achieved via recertification and surveillance audits conducted by an ISO-900 I :20 I 5 certification body. A quality management system (QMS) has been developed and deployed at the following six CGFS locations:

• Charleston, South Carolina

• Bangkok, Thailand

• Manila, Philippines

• Paris, France

• Sofia, Bulgaria

• Washington, DC

The CGFS QMS was originally developed, deployed and then certified in Charleston, South Carolina during December 2008. This main operation is comprised of eighteen different functional offices ofwhich each provides a unique service to its customer base.

Since that time, CGFS has expanded its QMS program to its satellite operations which include all domestic and overseas locations.

Over the years, CGFS QMS has undergone several business and process changes in support of its continuous improvement initiatives.

The attached six applicability matrices outline which clauses apply to which location under our global certification. Note: These matrices represent the latest level of certification, which is to ISO-900 I :2015 Standard.

In order to maintain the ISO-900 1:2015 certification, all of the CGFS operations must be audited annually by an outside third party re-gistrar to assess the QMS effectiveness and compliance to the ISO Standard. The ISO Accreditation body is: ANSI-ASQ National Ac-creditation Board (ANAB). ANAB is an underwriter for the International Accreditation Forum (JAF).

Page 6 of63

Section D- Packaging and Marking

0-001 PACKAGING AND MARKING

D.l DATA PACKAGING REQUIREMENTS (11/96)

a. All unclassified data shall be prepared for shipment in accordance with best commercial practices.

b. Classified reports, data, and documentation shall be prepared for shipment in accordance with the National

Industrial Security Program Operating Manual (DOD 5220.22-M).

D.2 MARKING OF REPORTS (05/95)

All reports delivered by the Contractor to the Government under this contract shall prominently show on the cover of the report:

a. Name and business address of the Contractor;

b. Contract number and delivery order number, if applicable;

c. Date of report; and

d. Program office(s).

Section E- Inspection and Acceptance

52.246-4 Inspection of Services - Fixed-Price (Aug 1996)

(a) Definition. "Services," as used in this clause, includes services performed, workmanship, and material fur-nished or utilized in the performance of services.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all services called for by the contract, to the extent practic-able at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs inspections or tests on the premises of the Contractor or a subcontractor, the Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reason-able facilities and assistance for the safe and convenient performance of these duties.

(e) If any of the services do not conform with contract requirements, the Government may require the Contract-or to perform the services again in conformity with contract requirements, at no increase in contract amount.

When the defects in services cannot be corrected by reperformance, the Government may--

(1) Require the Contractor to take necessary action to ensure that future performance conforms to contract re-quirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

(t) If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, the Government may--

(1) By contract or otherwise, perform the services and charge to the Contractor any cost incurred by the Gov-ernment that is directly related to the performance of such service; or

(2) Terminate the contract for default.

(End of clause)

Section F- Deliveries or Performance

F-00 I Places of Performance

Page 8 of63

19AQMM18R0131

A quality management system (QMS) has bee developed and deployed at the following six (6) CGFS locations:

1. Charleston, SC

2. Bangkok, Thailand

3. Manila, Philippines

4. Paris, France

5. Sofia, Bulgaria

6. Washington, DC

Section G- Contract Administration Data

G-OOI CONTRACT ADMIN1STRATION DATA

G.I CONTRACT ADMINISTRATION DATA

Contracting Officer: Pete W. Jones jonespw@state.gov 843.308.4250

Contract Administrator: SAME AS ABOVE

First Class Mailing: U.S. Department of State Office of Acquisition Management Charleston SC Branch 2009 Dyess Ave., Bldg. # F Charleston, SC 29405

Courier or Hand Delivery: U.S. Department of State Charleston SC Branch 2009 Dyess Ave, Bldg. #F Charleston, SC 29405

Contracting Officer's Representative (COR): Robert Nicolai Deputy Executive Director

CGFS/EX/ ADO

Charleston, SC 29415-5008 843-308-5302

Invoice/Payment Mailing: Global Financial Operations (RM/GFS/F) Office of Claims (F/C) Charleston Financial Services Center P.O. Box 150008 Charleston, SC 29415-5008 CommerciaIClaims@state.gov

(843) 202-3891

G.2 INVOICE SUBMISSION (TIME-AND-MATERIALS/LABOR-HOUR) (12/97)

(a) General. The Contractor shall submit, on a monthly basis, an original and four copies of each invoice. In addition to the items ne-cessary per FAR 52.232-25, "PROMPT PA YMENT," the invoice shall specify the cur-rent and cumulative hours and dollars by labor category and delivery/task order (if applicable). The Contractor shall also provide copies of time sheets which support the number of hours worked. An original and three cop-ies of each invoice shall be submitted to the Contracting Officer's Representative (COR) at the address referenced in Section G of this contract under "CONTRACT ADMINISTRATION DATA." One copy of the invoice shall be concurrently submitted to the Contracting Officer at the address referenced in Sec-tion G of this contract under "CONTRACTAD- MINISTRA nON DATA."

(b) Withholding. In accordance with FAR 52.232-7, "PAYMENTS UNDER TTME-AND-MATERIALS AND LABOR-HOUR CONTRACTS," the Contracting Officer shall withhold 5 percent of the amounts due under this contract, but the total amount withheld shall not exceed S50,000. To facilitate withholding, the Contractor shall deduct 5 percent from each invoice prior to submitting the in-voice to the COR for payment, until the cumulat-ive amount withheld equals $50,000. Each invoice shall specify both the current and cumulative amounts with-held.

(c) Contractor Remittance Address. Payment shall be made to the Contractor's address as specified on the cov-er page of this contract, unless a separate remittance address is specified below: N/A

G.3 ORDERING PROCEDURES ( 11/96)

(a) In accordance with FAR 52.216-1 8 "ORDERING," the following individuals and activities are authorized to issue delivery orders or task orders hereunder:

Department of Slate Contracting Officer

(b) Orders placed under this contract shall contain the following information:

1. Date of order;

2. Contract number and order number;

3. Item number and description, quantity, and unit price;

4. Delivery or performance date;

5. Place of delivery or performance (including consignee);

6. Packaging, packing, and shipping instructions, if any;

7. Accounting and appropriation data;

8. Security clearance level(s), applicable to the order, if any; and

9. Any other pertinent information.

(c) Issuance of orders by facsimile is authorized in accordance with FAR 52.216-18 "ORDERING."

G.4 TASK ORDERS (11/96)

(a) Task Order Requests shall be issued in writing to the Conlractor by the Contracting Officer or the Contract-ing Officer's Represent-ative (COR) and will describe the specific support required by the Department of State.

A Task Order Request is a request for propos-al; it is not a Task Order and does not authorize performance.

(b) Each Task Order Request shall include, at a minimum:

1. A description of the work to be performed;

2. Reporting, briefings, and/or other deliverable requirements; and

3. The estimated period of performance or required completion date.

(c) The Contractor shall, within ten working days of the receipt ofa Task Order Request. submit to the COR a written technical pro- posal and a separate detailed cost proposal. A cost proposal shall include the following, as applicable:

1. The required number of labor hours by labor classification and labor rates;

2. Overtime hours and rates by labor category;

3. Direct material, travel, subsistence, and similar costs;

4. Dollar amount and type of any proposed subcontract(s);

5. Total estimated price; and,

6. Proposed completion or delivery dates.

(d) The COR shall review the proposal and forward his written recommendations, along with a copy of the pro-posal, to the Contract ing Officer. Following successful negotiations of the Contractor's proposal, the Contract-ing Officer shall issue a written Task Order to the Contractor providing the necessary funding and authorizing the Contractor to begin work.

(e) The Government shall not be obligated to pay the Contractor any amount in excess oftbe total Task Order amount, and the Contractor shall not be obligated to continue performance if to do so would exceed the total Task Order amount.

End of clause

Section H- Special Contract Requirements

H-OOI GOVERNMENT OVERSIGHT OF WORK CLOSELY ASSOCIATED WITH INHERENTLY GOVERNMENTAL

FUNCTIONS

Contractor personnel providing support to the Department of State under this contract shall not exercise or pur-port to exercise Gov-ernmental Authority. Contractor personnel shall support the program of the Office of Real Property Management as stated in this con-tract's requirements, but decisional authority with respect to this pro-gram shall remain with Department of State personnel. The De-partment applies the following risk mitigation activities with respect to contractor personnel performing tasks closely related to inher- ently governmental functions under this contract.

• Regular and continuous review and oversight by Department personnel of performance of support functions by contractor personnel;

• Using only government personnel to decide on contractor past performance ratings;

• Conducting periodic reviews for potential organizational conflicts of interest;

• Requiring contractors to identify their contractor affiliation on access badges and to identify their affiliation on their signature blocks in emails.

Section 1-Contract Clauses

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

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and ser-vices performed under this contract, to the extent practicable at all places and times, including the period of per-formance, and in any event before acceptance. The Government may also inspect the plant or plants of the Con-tractor 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 con-tract 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 Con-tractor shall not tender for acceptance materials and services required to be replaced or corrected without dis-closing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken. [Insert portion of labor rate attributable to profit.]

(5)(i) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correc-tion, and if the replacement or correction can be performed within the ceiling price (or the ceiling price as in-creased 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 ser-vices 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 other-wise specified in the contract.

(9) Unless otherwise specified in the contract, the Contractor's obligation to correct or replace Government-fur-nished 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 per-formance 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 re-lating 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 con-tract, pending final resolution of any dispute arising under the contract.

(e) Definitions. (I) 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 contract-or under a common control;

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

(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:

[Insert any subcontracts for services to be excludedfrom 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 divi-sions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase or-ders, and changes and modifications to purchase orders.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occur-rence 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, epidem-ics, 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 con-tract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper in-voice, 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 Man-agement 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 con-tract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payments. (I) 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 substanti-ate invoices (including any subcontractor hours reimbursed at the hourly rate in the schedule) by evidence of ac-tual 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 ad-vance, 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 con-tract.

(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

(2) Any modifications necessary because of contract requirements.

(B) Except as provided for in paragraph (i)(J)(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 ofthe agreement or invoice;

or

(2) Makes these payments within 30 days of the submission of the Contractor's payment request to the Govern-ment 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 fol-lowing, provided such costs comply with the requirements in paragraph (i) (I)(ii)(B) of this clause:

[Insert each element of other direct costs (e.g., travel, computer usage charges, etc. Insert "None" ifno reim-bursement for other direct costs will be provided. If this is an indefinite delivery contract, the Contracting OJ-ficer may insert "Each order must list separately the elements of other direct chargers) jor that order or, ifno reimbursement for other direct costs will be provided, insert 'None'.'l

(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 afixed amount for the indirect costs and payment schedule. Insert "$0" ifno fixed price reim-bursementfor indirect costs will be provided. (If this is an indefinite delivery contract, the Contracting Officer may insert "Each order must list separately thefixed amount jor the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert 'None'). "]

(2) Total cost. It is estimated that the total cost to the Government for the performance of this contract shall not exceed the ceiling price set forth in the Schedule and the Contractor agrees to use its best efforts to perform the work specified in the Schedule and all obligations under this contract within such ceiling price. If at any time the Contractor has reason to believe that the hourly rate payments and material costs that will accrue in perform-ing 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 reas-ons and documentation. If at any time during the performance of this contract, the Contractor has reason to be-lieve 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 ad-vise the Contractor, giving the then revised estimate of the total amount of effort to be required under the con-tract.

(3) Ceiling price. The Government will not be obligated to pay the Contractor any amount in excess of the ceil-ing 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 Contract-or in writing that the ceiling price has been increased and specifies in the notice a revised ceiling that shall con-stitute 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 author-ized representative) will have access to the following (access shall be limited to the listing below unless other-wise 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 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 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 applic-able 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) FinalDecisions. 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 Of-ficer (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 de-fault 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 pay-able to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation in effect on the date of this contract.

(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 outstand-ing balances will be paid within 30 days unless the parties agree otherwise. The completion invoice, and sup-porting 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 state-ment 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 appro-priate 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.

U) 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.

(I) Terminationfor 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) Terminationfor 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 condi-tions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remed-ies provided by law.