19GE5026Q0092-combined-synopsis-solicitation.pdf

SBU - CONTRACTING AND ACQUISITIONS

Combined Synopsis & Solicitation

United States Embassy, Copenhagen, Kingdom of

Denmark

Student Transportation Services

Issued by:

American Consulate General Regional Procurement Support Office Gießener Straße 30 60435 Frankfurt am Main Germany

July 1, 2026

Combined Synopsis and Solicitation Solicitation Number 19GE5026Q0092

The U.S. Consulate General Frankfurt hereby provides the following Combined Synopsis and Solicitation for:

School Bus Transportation Services, in Copenhagen, for the United States Embassy Copenhagen, Kingdom of Denmark, on behalf of the General Services Office (GSO).

All interested companies shall review the solicitation and provide their quotes in accordance with the specifications provided in this document and attachments.

This solicitation may result in the issuance of an Indefinite-Delivery, Indefinite- Quantity (IDIQ); financed by Firm-Fixed-Price Task Orders.

B.1 Background:

General Services Office proposes to provide standard school bus services (regular school and after school programs), exclusive to dependents of the U.S. Government employees within the Embassy of the Unites States of America in Copenhagen, in accordance with the Statement of Work in this contract.

B.2 Synopsis:

This is a combined synopsis/solicitation for commercial services prepared in accordance with FAR Part 12. This announcement constitutes the only solicitation.

Offers are being requested, and a separate written solicitation will not be issued.

The solicitation number 19GE5026Q0092 is issued as a Request for Quotation (RFQ), for School Bus Transportation Services.

This acquisition is not set-aside for small business concerns. This solicitation incorporates provisions and clauses by reference. The full text of provisions and clauses may be accessed electronically at www.acquisition.gov.

B.3 Contract Type:

The Government intends to award an Indefinite-Delivery, Indefinite-Quantity (IDIQ) to the responsible offeror whose offer is evaluated as the Lowest Price technically acceptable. The total price shall include all labor, equipment, delivery charges, materials, overhead, profit, insurance (see FAR 52.228-4 and 52.228-5), warranty, customs clearance, and all other expenses necessary to deliver the required supplies. No additional sums will be payable on account of any escalations in the cost of materials, equipment, or labor, or because of the Contractor’s failure to properly estimate or accurately predict the cost or difficulty of achieving the results required by this contract. Nor will the contract price be adjusted on account of fluctuations in currency exchange rates.

For the purposes of this solicitation/RFQ and resulting award, the term "contract" stated herein, refers to the awarded IDIQ contract.

https://www.acquisition.gov/

B.4 Contract Line Items The offeror shall complete pricing information in Attachment 9.

B.5 Period of Performance:

Period School Year

Base Period 2026–2027

Option Period 1 2027–2028

Option Period 2 2028–2029

Option Period 3 2029–2030

Option Period 4 2030–2031

See Attachment 1 for the school year calendar, including holidays. This attachment will be updated as necessary should optional periods of performance be exercised.

B.6 Minimum and Maximum Amounts Minimum Guarantee: 70,000 Danish Kroner (DKK) for the entire contract performance period (base period plus any exercised option periods). This is not a per-year minimum.

Contract Ceiling (Single Award IDIQ): TBD.

The Government does not guarantee the number of passengers during any period.

Funding will be obligated at the task order level.

B.7 Price Inclusions The price for services shall include all direct and indirect costs for equipment and labor, including but not limited to: labor and overtime, employee benefits, all social insurance (including any severance liabilities required by law), licenses, communication equipment and associated expenses (radio or cell phones), vehicles, vehicle maintenance and repair, all operating costs, fuel, and profit.

B.8 Defense Base Act (DBA) Insurance:

B.8.1 DBA insurance is required for all United States citizens or residents and individuals hired in the United States, regardless of citizenship for any construction and services for U. S. overseas contracts. DBA insurance is also required for all Host Country Nationals (HCNs) and Third Country Nationals (TCNs) working overseas unless waved by the Department of Labor (DOL). Only the countries listed currently on the DOL’s Active DBA Waivers are not required to have DBA insurance for Host Country Nationals(HCNs) and Third Country Nationals (TCNs). See website for country waivers: https://www.dol.gov/owcp/dlhwc/dbawaivers/dbawaivers.htm).

The waiver is only valid if alternative worker’s compensation benefits are provided to the waived employees pursuant to applicable local law. If there are no local worker’s compensation laws, the waiver has no effect and HCN and TCN (if applicable by local law) working under a U. S. contract shall be included and covered under the DBA.

B.8.2 The DBA insurance may be obtained from any authorized DBA insurance broker, see Sub-Section I.14, FAR 52.228-3 Workers’ Compensation Insurance (Defense Base Act). (Jul 2014). New DBA insurances policies can be purchased directly from any DOL approved insurance carrier. A list of DOL approved carriers may be found at https://www.dol.gov/owcp/dlhwc/lscarrier.htm.

B.8.3 The Contractor will be reimbursed for DBA only to the extent the contractor provides documentary proof that DBA has been paid and only to the extent quoted in the Pricing Schedule.

https://www.dol.gov/owcp/dlhwc/lscarrier.htm

B.8.4 DBA insurance cost will be evaluated as part of the total evaluated fixed price and included in the fixed price of the contract. Where DBA is applicable, the Contractor will be required to provide evidence of insurance (certification of coverage and apaid invoice) within 15 calendar days from the date of award.

B.8.5 The Kingdom of Denmark is currently included on the DOL’s active waiver list, therefore DBA insurance is only required for employees performing work on this contract who are either US citizens or residences or who were hired in the United States.

B.9 Abbreviations COR Contracting Officer’s Representative

DBA Defense Base Act

DOSAR Department of State Acquisition Regulations

FAR Federal Acquisition Regulations

SOW Statement of Work

UEI Unique Entity ID https://www.dol.gov/agencies/owcp/dlhwc/FAQ/DBAFaqs#1 https://acquisition.gov/dosar https://acquisition.gov/browse/index/far https://sam.gov/entity-registration

C. Statement of Work (SOW) C.1 Scope of Contract The purpose of this contract is to provide daily routine school bus transportation services, exclusively for dependents of U.S. Government employees assigned to the Embassy of the United States of America in Copenhagen, Denmark, who attend the Copenhagen International School. The Contractor shall provide supervision, labor, materials, fuel, and equipment necessary to fulfill this requirement.

C.2 General Requirements The Contractor shall provide transportation services on school days, Monday through Friday, except on holidays and other days specifically designated by the school. The Contractor shall ensure that:

Children arrive at and depart from school at or before the required times established in Attachment 1;

No child spends more than 45 minutes one-way in a vehicle.

The following attachments provide current SOW information relating to school schedules, bus routes, and orders for contractor personnel:

Attachment 1: School Calendar

Attachment 2: School Contact Information & Hours

Attachment 3: General Orders

Attachment 4: Pick-up Locations

Attachment 6: SOW

D: PACKAGING AND MARKING

Not applicable to services. All deliverables shall be submitted in accordance with Section C (Attachment 6) and Section F of this contract.

E: Inspection and Acceptance E.1 Quality Assurance and Surveillance Plan

(QASP)

This plan is designed to provide an effective surveillance method to promote effective contractor performance. The QASP provides a method for the Contracting Officer's Representative (COR) to monitor contractor performance, advise the contractor of unsatisfactory performance, and notify the Contracting Officer of continued unsatisfactory performance. The contractor, not the Government, is responsible for management and quality control to meet the terms of the contract.

The role of the Government is to conduct quality assurance to ensure that contract standards are achieved.

Performance Objective Scope of Work Attachment 6 Paragraph

Performance Threshold

Services

Performs all school bus services set forth in the scope of work.

I.A. thru II.G.

All required services are performed and no more than one (1) customer complaint is received per month.

Roles and Responsibilities

Contracting Officer (CO)

• Overall contract administration and enforcement

• Final authority on contract compliance issues

• Takes corrective action for continued unsatisfactory performance

• Approves major corrective action plans

Contracting Officer's Representative (COR)

• Day-to-day contract surveillance and monitoring

• Primary point of contact with contractor's supervisor

• Documents performance and complaints

• Conducts scheduled and unscheduled inspections

• Reviews and approves contractor submittals

• Recommends corrective actions to CO

Contractor's Project Manager

• Ensures workforce compliance with contract requirements

• Responds to COR notifications within specified timeframes

• Implements quality control measures

• Submits required documentation and reports

E.2 Acceptance Acceptance of services shall be made by the COR. Services shall be accepted upon confirmation that they conform to the requirements of this contract, including the Performance Work Statement in Section C and the Quality Assurance Surveillance Plan (QASP) in Section H.

E.3 Unsatisfactory Performance The COR shall advise the Contractor of any unsatisfactory performance and notify the Contracting Officer of continued unsatisfactory performance in accordance with the QASP.

F. Deliveries or Performance

F.1 Period of Performance

Period School Year

Base Period 2026–2027

Option Period 1 2027–2028

Option Period 2 2028–2029

Option Period 3 2029–2030

Option Period 4 2030–2031

F.2 Notice to Proceed After contract award and submission of acceptable insurance certificates, the Contracting Officer shall issue a Notice to Proceed. The Notice to Proceed will establish a performance start date of no less than ten (10) days from the date listed in the Notice to Proceed, unless the Contractor agrees to an earlier date.

F.3 Deliverables Schedule

Deliverable Quantity Delivery Date

Deliver To

Defense Base Act Insurance (if applicable)

1 10 days after award

Contracting Officer

Final TCN Housing Plan (if applicable)

1 10 days after award

Contracting Officer

Final TCN Recruitment Plan (if applicable)

1 10 days after award

Contracting Officer

Insurance Certificates 1 10 days after award

Contracting Officer

Licenses and Permits 1 10 days after award

Contracting Officer

List of Personnel (Drivers & Monitors)

1 10 days after award

COR

School Bus Schedule 1 10 days after award

COR

Preventive Maintenance Schedules

1 Upon request COR

Monthly Payment Request (incl. signed IRS W-14)

Monthly Monthly COR

G. CONTRACT ADMINISTRATION DATA

G.1 Contracting Officer's Representative (COR) The COR is authorized to monitor contractor performance and provide technical direction within the scope of this contract. The COR is not authorized to modify the terms or conditions of the contract. All contract modifications must be executed by the Contracting Officer.

G.2 Contracting Officer Mr. Travis Keon

Regional Procurement Support Office (RPSO)

Gießener Straße 30

60435 Frankfurt am Main

Germany

Email KeonTK@state.gov

G.3 Invoice Submission The Contractor shall submit monthly electronic invoices in arrears to the Financial Management Office at:

CopenhagenUSFaktura@state.gov

A proper invoice must include:

Contractor's Name

Contractor's Danish Tax Identification Number (CVR Number)

Invoice Number mailto:KeonTK@state.gov mailto:CopenhagenUSFaktura@state.gov

Delivery/Task Order Number

Payment Due Date

Breakdown of Services

VAT (priced as a separate line item)

Total Price

H. Special Contract Requirements H.1 Subcontracting The Contractor shall not subcontract for any services under this contract.

H.2 Security Requirements The Contractor shall provide the COR with a list of all drivers and monitors who will perform under this contract no later than three (3) weeks prior to the start of the contract and shall provide updated lists as necessary. The list shall include approved primary and substitute drivers and monitors. The Contractor shall not substitute drivers or monitors other than those listed. All drivers and monitors must pass the Embassy's background check.

The list shall include:

• Full name

• Date and place of birth

• Passport number (if the driver or monitor is not of local nationality)

• Civil Registration Number (CPR Number)

H.3 Permits and Licenses Without additional cost to the U.S. Government, the Contractor shall obtain all permits, licenses, and appointments required for performance under this contract, in compliance with applicable host country laws. The Contractor shall provide evidence of possession or application status for such permits, licenses, and appointments to the Contracting Officer within 10 days of award and shall provide updates as they become available. All application fees, justifications, and certifications for host government licensure are entirely the responsibility of the Contractor.

H.4 Removal of Contractor Employees The Embassy may, at its sole discretion (via the Contracting Officer), direct the Contractor to remove any contractor employee from the contract for misconduct or security reasons. Removal does not relieve the Contractor of the responsibility to continue providing the services required under the contract.

H.5 Unauthorized Passengers Unauthorized passengers are not permitted on any vehicle. This includes children, spouses, relatives, employees, friends, or others who are not U.S. Embassy students. Transferring students from bus to bus without the knowledge of the dispatchers or the director is also prohibited.

I. Applicable Clauses and Provisions:

I.1 Clauses incorporated by reference

The full text of the referenced FAR and DOSAR clauses may be accessed electronically at https://www.acquisition.gov/ .

The selected Offeror must comply with the following commercial item terms and conditions, which are incorporated herein by reference:

Clause Tittle and Date

FAR 52.203-6 Alt I Restrictions on Subcontractor Sales to the Government (Nov 2021)

FAR 52.203-17 Contractor Employee Whistleblower Rights (Nov 2023) FAR 52.203-19 Prohibition on Requiring Certain Internal Confidentiality

Agreements or Statements (Jan 2017) FAR 52.204-9 Personal Identity Verification of Contractor Personnel (Jan

2011) FAR 52.204-13 System for Award Management-Maintenance (DEVIATION

JAN 2026)

FAR 52.209-6 Protecting the Government's Interest When

Subcontracting with Contractors Debarred, Suspended, Proposed for Debarment, or Voluntarily Excluded (Deviation Jan 2026)

FAR 52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (Deviation Jan 2026)

FAR 52.217-8 Option to Extend Services (Nov 1999) FAR 52.217-9 Option to Extend the Term of the Contract (Mar 2000) FAR 52.219-4 Notice of Price Evaluation Preference for HUBZone Small

Business Concerns (Deviation Feb 2026)

FAR 52.222-50 Combating Trafficking in Persons (Deviation Feb 2026) FAR 52.226-8 Encouraging Contractor Policies To Ban Text Messaging

While Driving (May 2024) FAR 52.229-12 Tax on Certain Foreign Procurements (Feb 2021) FAR 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors (Mar 2023) https://www.acquisition.gov/

FAR 52.232-33 Payment by Electronic Funds Transfer-System for Award Management (Oct 2018)

FAR 52.233-3 Protest after Award (Deviation Jan 2026) FAR 52.233-4 Applicable Law for Breach of Contract Claim (Deviation

Jan 2026) FAR 52.240-91 Security Prohibitions and Exclusions (Deviation Jan 2026) FAR 52.244-6 Subcontracts for Commercial Products and Commercial

Services (Deviation Jan 2026) DOSAR 652.204-70 Department of State Personal Identification Card Policy and Procedures (Jan 2026) DOSAR 652.225-70 Arab League Boycott Of Israel (Aug 1999)

DOSAR 652.225-71 Section 8(A) Of The Export Administration Act Of 1979, Amended (Aug 1999) DOSAR 652.229-71 Personal Property Disposition At Posts Abroad (Aug1999) DOSAR 652.237-72 Observance Of Legal Holidays And Administrative Leave

(Feb 2015) DOSAR 652.237-802 Contractor identification DOSAR 652.243-70 Notices (Aug 1999) DOSAR 652.232-72 Limitation Of Funds (AUG 1999) DOSAR 652.242-70 Contracting Officer's Representative (Cor) (Aug 1999)

I.2 Provisions incorporated by reference Provision Tittle and Date

52.203-11 Certification And Disclosure Regarding Payments to

Influence Certain Federal Transactions (Sept 2024) 52.203-18 Prohibition on Contracting with Entities that Require

Certain Internal Confidentiality Agreements or Statements--Representation (Jan 2017)

52.204-7 System for Award Management - Registration (Deviation Jan 2026)

52.217-5 Evaluation of Options (Deviation Jan 2026) 52.225-17 Evaluation of Foreign Currency Offers (Feb 2000)

I.3 Clauses and Provisions in full text The following clause(s) and provision(s) are provided in full text:

I.3.1 FAR 52.212-4 Terms and Conditions—Commercial Products and Commercial Services. (Deviation Jan 2026)

(a) Definitions. The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference.

(b) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post acceptance rights—

(1) Within a reasonable time after the defect was discovered or should have been discovered; and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(c) 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.

(d) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(e) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes.

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

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence. Examples of occurrences include 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. When an excusable delay occurs, the Contractor shall—

(1) Notify the Contracting Officer in writing as soon as possible;

(2) Remedy the delay as quickly as possible; and

(3) Notify the Contracting Officer when the occurrence is over.

(g) Invoice. The Government will handle invoices according to the Prompt Payment Act (31 U.S.C. 3903) and 5 CFR part 1315. The Contractor shall submit invoices to the address designated in the contract to receive invoices. An invoice must include the information required by 5 CFR part 1315.9(b).

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees, and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark, or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment—

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C. 3903) and prompt payment regulations at 5 CFR part 1315.

(3) 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.

(4) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall—

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the—

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable;

(D) Contractor point of contact; and

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(5) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

http://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title31-section3903&num=0&edition=prelim

(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 FAR part 33 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see FAR part 32).

(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 termination for cause.

(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 for interest credits prescribed in FAR part 32 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon—

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work and shall immediately cause any and all of its suppliers and subcontractors to cease work.

Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. The Government will send a cure notice to the Contractor, unless the reason for the termination is late delivery. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

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

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

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

(q) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Government-financed air transportation; and 41 U.S.C. chapter 21 relating to procurement integrity.

(r) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services;

(2) The Disputes, Payments, Invoice, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) Other contract clauses incorporated in the solicitation or contract;

(4) Addenda to this solicitation or contract;

(5) Solicitation provisions incorporated in the solicitation;

(6) Other paragraphs of this clause;

(7) Other documents, exhibits, and attachments; and

(8) The specification.

(s) Unauthorized obligations.

(1) Except as stated in paragraph (s)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government-authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (s)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

(t) Comptroller General examination of record. This paragraph applies if this contract was awarded using other than sealed bid procedures and is in excess of the simplified acquisition threshold on the date of award of this contract.

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

(2) The Contractor shall make available at its offices, at all reasonable times, the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR part 4, longer period required by statute, or periods specified in other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This clause does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(u) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

Alternate I (Deviation Date). When contemplating a time-and-materials or labor-hour contract, substitute the following paragraphs (a), (b), (i), (l), and (m) for those in the basic clause.

(a) The clause at Federal Acquisition Regulation (FAR) 52.202-1, Definitions, is incorporated by reference. As used in this clause—

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.

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—

(1) Performed by the contractor;

(2) Performed by the subcontractors; or

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

Materials means—

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

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

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

(4) The following subcontracts for services which are specifically excluded from the hourly rate: [Insert any subcontracts for services to be excluded from the hourly rates prescribed in the schedule.]; and

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

Subcontract means any contract, as defined in FAR 2.101, 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.

(b) Inspection/Acceptance.

(1) The Government has the right to inspect and test all materials furnished and services performed under this contract at all places and times before acceptance.

The Government will perform inspections and tests in a manner that will not unduly delay the work.

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

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

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

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

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

(B) Terminate this contract for cause.

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

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

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

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

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

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

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

(i) Payments.

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

(i) Hourly rate.

(A) The amounts shall be computed by multiplying the appropriate hourly rates prescribed in the contract by the number of direct labor hours performed.

Fractional parts of an hour shall be payable on a prorated basis.

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

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

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

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

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

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

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

(ii) Materials.

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

(1) Quantities being acquired; and

(2) Any modifications necessary because of contract requirements.

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

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

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

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

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

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

(D) 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’”.]

(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 delivery contract, the Contracting Officer may insert “Each order must list separately the fixed amount for the indirect costs and payment schedule or, if no reimbursement for indirect costs, insert ‘None’).”]

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

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

(4) Access to records. At any time before final payment under this contract, the Contracting Officer (or authorized representative) will have access to the following

(access shall be limited to the listing below unless otherwise agreed to by the Contractor and the Contracting Officer):

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

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

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

(B) The Contractor’s timekeeping procedures;

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

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

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

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

(B) Any documents supporting payment of those invoices.

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

The Government will pay any such increases within 30 days, 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) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury, as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, 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) The Contracting Officer will issue a final decision if—

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt in a timely manner;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer.

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

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

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

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

or

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR part 32 in effect on the date of this contract.

(viii) Upon receipt and approval of the invoice designated by the Contractor as the “completion invoice” and supporting documentation, and upon compliance by the Contractor with all terms of this contract, any outstanding balances will be paid within 30 days unless the parties agree otherwise.