26Q0008_RFQ Package.pdf

Embassy of the United States of America Lima Peru

Lima, February 25, 2026

Dear Prospective Quoter:

Subject: RFQ 19PE5026Q0008 – 20 liters of bottled water delivery included

Enclosed is a Request for Quotations (RFQ) for supplying and delivering 20 liters of bottled water to residencies. If you would like to submit quotation, follow the instructions in Section 3 of the solicitation, complete the required portions of the attached document, and submit it to the address shown on Standard Form 1449 that follows this letter.

The U.S. Government intends to award a contract to the responsible company submitting an acceptable offer at the lowest price. We intend to award an IDIQ contract based on initial quotations, without holding discussions, although we may hold discussions with companies in the competitive range if there is a need to do so.

Questions regarding this RFQ should be sent in English NLT March 01, 2026, before 10:00 a.m.

Answers to those questions will be advertised in the System for Award Management (SAM) and

Lima Embassy Contracts Opportunities Section on March 5, 2026.

In order for a quotation to be considered, you must also complete and submit the following:

1. SF-1449

2. Section I, Pricing

3. Section 5 Representations and Certifications

4. Additional information as required in Section 3

Quotations are due by March 11, 2026, before 10:00 am. (local date and time). No quotations will be accepted after this time. Proposals must be in English and incomplete proposals will not be accepted.

Your quotation must be submitted electronically to McElroyPH@state.gov and cicirellocl@state.gov. It is important to make sure the submission is made in specific size and format; in MS-Word 2007/2010 or MS-Excel 2007/2010 or Adobe Acrobat (pdf) file format. The file size must not exceed 30MB. If the file size should exceed 30MB, the submission must be made in separate files and attached to separate emails with less than 30MB each.

mailto:McElroyPH@state.gov mailto:cicirellocl@state.gov

Sincerely, Patrick McElroy

Contracting Officer

Enclosure: A/S

02/24/2026 21:35 GMT

McElroy, Patrick (McElroyPH@state.gov)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

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

1. REQUISITION NUMBER

PR15784355

PAGE 1 OF PAGES

2. CONTRACT NO. 3. AWARD/ EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER

19PE5026Q0008

6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME

Caterina L. Cicirello

b. TELEPHONE NUMBER(No collect calls)51-6182712

8. OFFER DUE DATE/LOCAL TIME

03/11/26 / CODE PE500 10. THIS ACQUISITION IS x UNRESTRICTED OR SET ASIDE: % FOR:

SMALL BUSINESS WOMEN-OWNED SMALL BUSINESS

HUBZONE SMALL

BUSINESS

(WOSB) ELLIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM NAICS:

EDWOSB EMERGING SMALL BUSINESS

9. ISSUED BY

AMERICAN EMBASSY LIMA

Av. Lima Polo cdra 2 s/n, Monterrico, Surco, ATTN: GSO/Procurement

Lima

PERU SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

8 (A) SIZE STANDARD:

13b. RATING11. DELIVERY FOR FOB DESTINAT-

TION UNLESS BLOCK IS

MARKED

12. DISCOUNT TERMS 13a. THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700) 14. METHOD OF SOLICITATION

x RFQ RFP

CODE 16. ADMINISTERED BY CODE

AMERICAN EMBASSY LIMA

Av. Lima Polo cdra 2 s/n, Monterrico, Surco, GSO/Warehouse

Lima

PERU

AMERICAN EMBASSY LIMA

Av. Lima Polo cdra 2 s/n, Monterrico, Surco, ATTN: GSO/Procurement Lima

PERU

CODE FACILITY

CODE

17a. CONTRACTOR/

OFFERER

TELEPHONE NO.

18a. PAYMENT WILL BE MADE BY

AMERICAN EMBASSY LIMA

AV. Lima Polo cdra 1 s/n Monterrico-Surco, ATTN: FMO / DBO

Lima 33

PERU

CODE

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

OFFER

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

BELOW IS CHECKED SEE ADDENDUM

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

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

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

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

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _ __ COPIES

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

SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS

SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.

29. AWARD OF CONTRACT: REF. _ _______________ OFFER DATED

_ __________. YOUR OFFER ON SOLICITATION (BLOCK 5), INCLUDING ANY

ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED AS

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

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

02/25/2026

10:00 Hrs

15. DELIVER TO

See Schedule

Solicitation for 20 liters bottled water jugs for residencies. (Includes delivery).

IFB

01 17,500 Bt..

19.

ITEM NO.

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

32a. QUANTITY IN COLUMN 21 HAS BEEN

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

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

REPRESENTATIVE

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

REPRESENTATIVE

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

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

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

CORRECT FOR

36. PAYMENT 37. CHECK NUMBER

PARTIAL FINAL COMPLETE PARTIAL FINAL

38. S/R ACCOUNT NO. 39. S/R VOUCHER NO. 40. PAID BY

41.a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT 42a. RECEIVED BY (Print) 41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER 41C. DATE

42b. RECEIVED AT (Location)

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

STANDARD FORM 1449 (REV. 2/2012) BACK

Type text hereType text here This is an IDIQ contract type.

Period of Performance : April 01, 2026 through March 31, 2027 plus two (02) Option Year.

During this period, the Government shall place orders totaling a minimum of 100 and a maximum of 18,000 20/LT BT. per year of performance.

Area to be covered: Miraflores/ San Isidro / Barranco / La Molina / Santiago de Surco / Callao .

List of addresses to be provided to the awardee.

Price offered shall include labor, materials, overhead, profit, transportation necessary to deliver the required items and applicable taxes.

All prices are in Peruvian Soles.

TABLE OF CONTENTS

SECTION 1 - THE SCHEDULE

• SF 1449 cover sheet

• Continuation To SF-1449, RFQ Number 19PE5026Q0008, Prices, Block 23

• Continuation To SF-1449, RFQ Number 19PE5026Q0008, Schedule Of

Supplies/Services, Block 20 Description/Specifications/Work Statement

SECTION 2 - CONTRACT CLAUSES

• Contract Clauses

• Addendum to Contract Clauses - FAR and DOSAR Clauses not Prescribed in Part 12

SECTION 3 - SOLICITATION PROVISIONS

• Solicitation Provisions

• Addendum to Solicitation Provisions - FAR and DOSAR Provisions not Prescribed in

Part 12

SECTION 4 - EVALUATION FACTORS

• Evaluation Factors

• Addendum to Evaluation Factors - FAR and DOSAR Provisions not Prescribed in

Part 12

SECTION 5 - REPRESENTATIONS AND CERTIFICATIONS

• Offeror Representations and Certifications

• Addendum to Offeror Representations and Certifications - FAR and DOSAR

Provisions not Prescribed in Part 12

SECTION 1 - THE SCHEDULE

CONTINUATION TO SF-1449

RFQ NUMBER 19PE5026Q0008

PRICES, BLOCK 23

A. The Contractor shall provide and deliver 20 liters Bottled Water for residencies including delivery to several addresses within Lima (Miraflores /San Isidro /Barranco / La Molina / Santiago de Surco / Callao – list of addresses will be provided to the awardee) in accordance with the specifications and terms and conditions set forth herein.

B. The contract type will be an indefinite-quantity indefinite-delivery type contract under which firm-fixed price delivery orders will be placed.

C. The prices listed below shall include all labor, materials, overhead, profit, transportation necessary to deliver the required items and applicable taxes. All prices are in Peruvian Soles.

BASE YEAR

Item

No.

Description Estimated

Qty.

Unit Price Total estimated price

01 20 Liters bottled water delivery for residencies

(including bottles, dispenser and delivery)

18,000 ea.

02 IGV

TOTAL PRICE BASE

YEAR

1ST OPTION YEAR

Description Estimated

Qty.

Unit Price Total

(including bottles, dispenser and delivery)

18,000 ea.

02 IGV

TOTAL PRICE 1st

OPTION YEAR

2nd OPTION YEAR

Description Estimated

Qty.

Unit Price Total

(including bottles, dispenser and delivery)

18,000 ea.

02 IGV

TOTAL PRICE 2ND

OPTION YEAR

Total of Base Period ______________

Total of 1st. Option Year ______________

Total of 2nd. Option Year ______________

GRAND TOTAL _______________

VALUE ADDED TAX. Value Added Tax (VAT) is not included in the CLIN rates.

Instead, it will be priced as a separate Line Item in the contract and on Invoices.

Local law dictates the portion of the contract price that is subject to VAT; this percentage is multiplied only against that portion

The Government will not consider any claim for any additional compensation unless it has been authorized by the Government in writing in advance. The Government shall not be responsible for any work performed that is not specifically provided for under this contract or authorized by the Government in writing in advance.

CONTINUATION TO SF-1449, RFQ NUMBER 19PE5026Q0008 SCHEDULE OF

SUPPLIES/SERVICES, BLOCK 20 DESCRIPTION/SPECIFICATIONS

I. PERFORMANCE WORK STATEMENT

Supply and Delivery of 20-Liter Bottled Water for Residences

1. Scope of Work

The Contractor shall supply and deliver 20-liter bottled drinking water jugs to U.S. Embassy residential properties in Lima, Peru, as ordered by the Government.

Services under this contract include:

• Supply of potable bottled water;

• Delivery to designated residential addresses; and

• Loan of compatible water dispensers, as required.

• Price offered shall include local taxes.

All services shall be performed in accordance with this Performance Work Statement, applicable

U.S. Government contract clauses, and Peruvian health and safety regulations.

2. Contract Type and Quantities

This is an Indefinite-Delivery, Indefinite-Quantity (IDIQ), firm-fixed-price contract.

• Minimum quantity: 100 bottled water jugs per year.

• Maximum quantity: 18,000 bottled water jugs per year.

Quantities are estimates only and do not represent a guarantee of future orders.

3. Delivery Locations

Deliveries shall be made to U.S. Embassy residential locations within the following districts:

• Miraflores

• San Isidro

• Barranco

• La Molina

• Santiago de Surco

• Callao

A detailed list of delivery addresses will be provided to the Contractor upon award and updated as necessary.

4. Ordering and Communication

4.1 Ordering Method

All delivery requests under this contract shall be submitted by the Government exclusively via

WhatsApp or SMS text message to a Contractor-designated mobile phone number.

Email, phone calls, or other communication methods shall not be used for placing orders.

This ordering method reflects standard commercial practice in Peru and is intended to ensure timely, documented communication.

4.2 Order Acknowledgment

The Contractor shall acknowledge each order request as follows:

• Within thirty (30) minutes during normal business hours; or

• Within the first hour of the next business day for requests received outside normal business hours.

Acknowledgment shall confirm:

• Receipt of the request;

• Quantity requested; and

• Expected delivery date and approximate delivery time.

Failure to acknowledge orders within these timelines shall be considered a performance deficiency.

5. Delivery Requirements

5.1 Delivery Timeline

Unless otherwise specified, deliveries shall be completed within forty-eight (48) hours of order acknowledgment. Orders received after 11:00 a.m. on Saturdays, as well as any orders received on

Sundays, will be delivered on Tuesday mornings.

Task orders will be issue at the beginning of the Contract with an assigned code for all offices in the Embassy

5.2 Delivery Performance Standard

The Contractor shall achieve at least 95% on-time delivery performance, measured on a monthly basis.

Late deliveries attributable to the Contractor shall be documented by the Contracting Officer’s

Representative (COR) and considered in performance evaluations.

6. Water Quality and Safety

The Contractor shall ensure that all bottled water provided under this contract is potable, safe for human consumption, and compliant at all times with applicable Peruvian health and water safety regulations.

6.1 Regulatory Compliance

The Contractor shall maintain, throughout the period of performance:

• A valid Registro Sanitario issued by the appropriate Peruvian health authority;

• Valid container quality and sanitation certifications; and

• All licenses, permits, and authorizations required under Peruvian law to supply bottled drinking water.

Failure to maintain required certifications or authorizations shall be considered a performance

6.2 Ongoing Water Quality Testing

The Contractor shall conduct bi-monthly (every two months) water quality testing of the bottled water supplied under this contract.

Testing shall:

• Be performed by a certified and recognized Peruvian laboratory or water safety authority, including entities authorized or accredited by MINSA, DIGESA, or an equivalent competent authority;

• Verify compliance with applicable Peruvian standards for potable drinking water; and

• Include testing of both water quality and container hygiene, as applicable.

6.3 Documentation and Reporting

The Contractor shall submit certified water quality test results to the COR:

• Every two months, within ten (10) calendar days of test completion; and

• Upon request, at any time during the period of performance.

Submitted test results shall be current, legible, and clearly identify:

• The testing laboratory or authority;

• The date of testing; and

• Confirmation of compliance with applicable standards.

Failure to provide timely, valid, or complete test results shall be considered a performance

6.4 Notification and Corrective Action

The Contractor shall immediately notify the COR of:

• Any failed or non-compliant test result;

• Any contamination, health concern, recall, or regulatory action affecting the bottled water or containers supplied under this contract.

In such cases, the Contractor shall:

• Immediately suspend delivery of affected water; and

• Replace, at no additional cost to the Government, any water determined to be defective, contaminated, or unfit for consumption.

7. Contractor Personnel and Account Management

The Contractor shall designate a primary point of contact responsible for day-to-day coordination, customer service, and issue resolution.

If the Government documents repeated or sustained performance failures attributable to assigned personnel, the Government may require the Contractor to replace the assigned point of contact with a qualified alternate at no additional cost.

Replacement of personnel shall not relieve the Contractor of responsibility for meeting all contract performance standards.

8. Quality Assurance and Performance Standards

8.1 Performance Standards

Acceptable performance is defined as meeting all of the following standards:

• No more than two (2) substantiated customer complaints per month;

• No repeat complaints for the same deficiency within a thirty (30)-day period; and

• On-time delivery performance of at least 95% per month.

8.2 Surveillance

The COR shall monitor contractor performance through:

• Order acknowledgment records;

• Delivery timeliness data;

• Submitted water quality documentation; and

• Documented customer complaints.

9. Corrective Action and Remedies

If performance standards are not met, the Contractor shall, upon request, submit a corrective action plan within five (5) business days.

Repeated failure to meet performance standards may result in:

• Reduction or suspension of future orders;

• Required replacement of account personnel;

• Removal from the ordering rotation; and/or

• Other remedies available under FAR 52.212-4, including termination for cause.

10. Contractor Responsibility and Disclosure

The Contractor remains fully responsible for performance under this contract regardless of changes in personnel, management, ownership, or business name.

The Government may consider the Contractor’s past performance, integrity, and business conduct, including performance under prior U.S. Government contracts, in determining responsibility.

Failure to disclose relevant prior contracts, business names, ownership, or management history may be grounds for a determination of non-responsibility.

11. Period of Performance

The contract will be for a one-year period from April 01, 2026 through March 31,2027 with two

(02) one-year options.

The Government may extend this contract for up to two (02) additional 12-month periods, in accordance with the option clause in Section II. 52.217 -9, Option to Extend the Term of the

Contract. which also specifies the total duration of this contract.

QUALITY ASSURANCE AND SURVEILLANCE PLAN (QASP) This plan provides an effective method to promote satisfactory 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 monitor quality to ensure that contract standards are achieved

Performance Objective Scope of Work

Paragraphs Performance Threshold

Services.

Performs all services set forth in the scope of work.

1 thru 11

All required services are performed and no more than two

(2) customer complaint is received per month.

1. SURVEILLANCE. The COR will receive and document all complaints from Government personnel regarding the services provided. If appropriate, the COR will send the complaints to the

Contractor for corrective action.

2. STANDARD. The performance standard is that the Government receives no more than two

(w) complaints per month. The COR shall notify the Contracting Officer of the complaints so that the Contracting Officer may take appropriate action to enforce the inspection clause (FAR

52.212.4, Contract Terms and Conditions - Commercial Products and Commercial Services (NOV

2023), if any of the services exceed the standard.

3. PROCEDURES.

(a) If any Government personnel observe unacceptable services, either incomplete work or required services not being performed they should immediately contact the COR.

(b) The COR will complete appropriate documentation to record the complaint.

(c) If the COR determines the complaint is invalid, the COR will advise the complainant. The COR will retain the annotated copy of the written complaint for his/her files.

https://www.acquisition.gov/far/52.212-4 https://www.acquisition.gov/far/52.212-4

(d) If the COR determines the complaint is valid, the COR will inform the

Contractor and give the Contractor additional time to correct the defect, if additional time is available. The COR shall determine how much time is reasonable.

(e) The COR shall, as a minimum, orally notify the Contractor of any valid complaints.

(f) If the Contractor disagrees with the complaint after investigation of the site and challenges the validity of the complaint, the Contractor will notify the COR. The COR will review the matter to determine the validity of the complaint.

(g) The COR will consider complaints as resolved unless notified otherwise by the complainant.

(h) Repeat customer complaints are not permitted for any services. If a repeat customer complaint is received for the same deficiency during the service period, the COR will contact the Contracting Officer for appropriate action under the Inspection clause.

SECTION 2 - CONTRACT CLAUSES

52.212-4 TERMS AND CONDITIONS – COMMERCIAL PRODUCTOS AND

COMMERCIAL SERVICES (DEVIATION – NOV 2025)

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

(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.

(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…