Sol_28321319Q00000034.pdf

LEVEL 1 = LOW RISK/ NON-SENSITIVE

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

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

OFFEROR

OAG

6401 Security Blvd 1540 Robert M. Ball Building Office of Acquisition and Grants

SOCIAL SECURITY ADMINISTRATION

0362 CODE 16. ADMINISTERED BYCODE

X

X

X

561210

SIZE STANDARD:

100.00 % FOR:SET ASIDE:UNRESTRICTED OR0014A

RFPIFB

10. THIS ACQUISITION ISCODE

RFQ

14. METHOD OF SOLICITATION

13b. RATING

NAICS:

SMALL BUSINESS

03/28/2019 1400 ET

03/20/2019

410-965-2605MOLLY SEIPP

(No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

28321319Q00000034

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 112 RG04-19-1001OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

Baltimore MD 21235

TELEPHONE NO.

17a. CONTRACTOR/

Birmingham AL 35285 1200 Rev. Abraham Woods, Jr Blvd Birmingham Social Security Center Fiscal & Building Management Team Social Security Administration

15. DELIVER TO

Birmingham AL 35285-0002 2001 12th Avenue North Southeastern PSC Facilities Management Branch

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$38.5

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

ISSUE DATE

DELIVERY FOR FOB DESTINA-

TION UNLESS BLOCK IS

MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS

THIS CONTRACT IS A

RATED ORDER UNDER

DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

HUBZONE SMALL

BUSINESS

8(A)

Social Security Administration

WOMEN-OWNED SMALL BUSINESS

(WOSB) ELIGIBLE UNDER THE WOMEN-OWNED

SMALL BUSINESS PROGRAM

EDWOSB

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

The Social Security Administration is soliciting quotes for Operations and Maintenance services at the Birmingham Social Security Center in Birmingham, AL. Capable and responsible contractors are invited to review the documents herein and provide a quotation by the date identified in Block 8 of this form (see above).

Questions shall be submitted in accordance with the instructions found under Section E.2-2.

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

HEREIN, IS ACCEPTED AS TO ITEMS:

XX

DATED

TIMOTHY ELY

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

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

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4. FAR 52.212-3 AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Govt. Use Only)

OFFER

STANDARD FORM 1449 (REV. 2/2012)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT:

REF.

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

32a. QUANTITY IN COLUMN 21 HAS BEEN

RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

37. CHECK NUMBER

FINALPARTIAL

36. PAYMENT

FINALPARTIAL

35. AMOUNT VERIFIED

CORRECT FOR

34. VOUCHER NUMBER33. SHIP NUMBER

COMPLETE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

42d. TOTAL CONTAINERS42c. DATE REC'D (YY/MM/DD)

42b. RECEIVED AT (Location)

42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 2/2012) BACK

24.

AMOUNT

23.

UNIT PRICE

22.

UNIT

21.

QUANTITY

20.

SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

0001 Operation and Maintenance Services - Transition 2 MO

Period: Firm-Fixed Price

Period of Performance: 05/01/2019 to 06/30/2019

0002 Regular Monthly Operation and Maintenance 6 MO

Services - Base Year: Firm-Fixed Price

Period of Performance: 07/01/2019 to 12/31/2019

0003 UPS Maintenance and Repair Services - Base Year: 6 MO

Firm-Fixed Price

Period of Performance: 07/01/2019 to 12/31/2019

0004 LENEL Security System Services - Base Year: 6 MO

Firm-Fixed Price

Period of Performance: 07/01/2019 to 12/31/2019

0005 Emergency Callback Services for On-Site 40 HR

Maintenance Mechanic- Base Year: Firm-Fixed Price

Period of Performance: 07/01/2019 to 12/31/2019

0006 Operation and Maintenance Services - Base Year:

Optional Additional Services - Materials (see

Contract Section B-27): Not-to-Exceed

Continued ...

32f. TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

112 2 of

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

3 112

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

28321319Q00000034

Offerors shall include the maximum amount of

$25,000 from the pricing table into quotation submissions.

Period of Performance: 07/01/2019 to 12/31/2019

0007 Operation and Maintenance Services - Base Year:

Optional Additional Supplies/Services - Labor &

Subcontracting (see Contract Section B-27):

Not-to-Exceed

Offerors shall include the maximum amount of

$25,000 from the pricing table into quotation submissions.

Period of Performance: 07/01/2019 to 12/31/2019

1001 Regular Monthly Operation and Maintenance 12 MO

Services - Option Year I: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2020 to 12/31/2020

1002 UPS Maintenance and Repair Services - Option Year 12 MO

I: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2020 to 12/31/2020

1003 LENEL Security System Services - Option Year I: 12 MO

Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2020 to 12/31/2020

1004 Emergency Callback Services for On-Site 40 HR

Maintenance Mechanic- Option Year I: Firm-Fixed

Price

(Option Line Item)

Period of Performance: 01/01/2020 to 12/31/2020

1005 Operation and Maintenance Services - Option Year

I: Optional Additional Services - Materials (see

Contract Section B-27): Not-to-Exceed

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

NAME OF OFFEROR OR CONTRACTOR

4 112

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

28321319Q00000034

Offerors shall include the maximum amount of

$25,000 from the pricing table into quotation submissions.

(Option Line Item)

Period of Performance: 01/01/2020 to 12/31/2020

1006 Operation and Maintenance Services - Option Year

I: Optional Additional Supplies/Services - Labor

& Subcontracting (see Contract Section B-27):

Not-to-Exceed

Offerors shall include the maximum amount of

$25,000 from the pricing table into quotation submissions.

(Option Line Item)

Period of Performance: 01/01/2020 to 12/31/2020

2001 Regular Monthly Operation and Maintenance 12 MO

Services - Option Year II: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2021 to 12/31/2021

2002 UPS Maintenance and Repair Services - Option Year 12 MO

II: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2021 to 12/31/2021

2003 LENEL Security System Services - Option Year II: 12 MO

Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2021 to 12/31/2021

2004 Emergency Callback Services for On-Site 40 HR

Maintenance Mechanic- Option Year II: Firm-Fixed

Price

(Option Line Item)

Period of Performance: 01/01/2021 to 12/31/2021

2005 Operation and Maintenance Services - Option Year

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

NAME OF OFFEROR OR CONTRACTOR

5 112

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

28321319Q00000034

II: Optional Additional Services - Materials (see

Contract Section B-27): Not-to-Exceed

Offerors shall include the maximum amount of

$25,000 from the pricing table into quotation submissions.

(Option Line Item)

Period of Performance: 01/01/2021 to 12/31/2021

2006 Operation and Maintenance Services - Option Year

II: Optional Additional Supplies/Services - Labor

& Subcontracting (see Contract Section B-27):

Not-to-Exceed

Offerors shall include the maximum amount of

$25,000 from the pricing table into quotation submissions.

(Option Line Item)

Period of Performance: 01/01/2021 to 12/31/2021

3001 Regular Monthly Operation and Maintenance 12 MO

Services - Option Year III: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2022 to 12/31/2022

3002 UPS Maintenance and Repair Services - Option Year 12 MO

III: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2022 to 12/31/2022

3003 LENEL Security System Services - Option Year III: 12 MO

Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2022 to 12/31/2022

3004 TUSCO Wedge Plates Services - Option Year III: 12 MO

Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2022 to 12/31/2022

3005 Emergency Callback Services for On-Site 40 HR

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

NAME OF OFFEROR OR CONTRACTOR

6 112

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

28321319Q00000034

Maintenance Mechanic- Option Year III: Firm-Fixed

Price

(Option Line Item)

Period of Performance: 01/01/2022 to 12/31/2022

3006 Emergency Callback Services for TUSCO Wedge 40 HR

Plates- Option Year III: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2022 to 12/31/2022

3007 Operation and Maintenance Services - Option Year

III: Optional Additional Services - Materials

(see Contract Section B-27): Not-to-Exceed

Offerors shall include the maximum amount of

$25,000 from the pricing table into quotation submissions.

(Option Line Item)

Period of Performance: 01/01/2022 to 12/31/2022

3008 Operation and Maintenance Services - Option Year

III: Optional Additional Supplies/Services -

Labor & Subcontracting (see Contract Section

B-27): Not-to-Exceed

Offerors shall include the maximum amount of

$25,000 from the pricing table into quotation submissions.

(Option Line Item)

Period of Performance: 01/01/2022 to 12/31/2022

4001 Regular Monthly Operation and Maintenance 12 MO

Services - Option Year IV: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2023 to 12/31/2023

4002 UPS Maintenance and Repair Services - Option Year 12 MO

IV: Firm-Fixed Price

(Option Line Item)

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

NAME OF OFFEROR OR CONTRACTOR

7 112

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

28321319Q00000034

Period of Performance: 01/01/2023 to 12/31/2023

4003 LENEL Security System Services - Option Year IV: 12 MO

Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2023 to 12/31/2023

4004 TUSCO Wedge Plates Services - Option Year IV: 12 MO

Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2023 to 12/31/2023

4005 Emergency Callback Services for On-Site 40 HR

Maintenance Mechanic- Option Year IV: Firm-Fixed

Price

(Option Line Item)

Period of Performance: 01/01/2023 to 12/31/2023

4006 Emergency Callback Services for TUSCO Wedge 40 HR

Plates - Option Year IV: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2023 to 12/31/2023

4007 Operation and Maintenance Services - Option Year

IV: Optional Additional Services - Materials (see

Contract Section B-27): Not-to-Exceed

Offerors shall include the maximum amount of

$25,000 from the pricing table into quotation submissions.

(Option Line Item)

Period of Performance: 01/01/2023 to 12/31/2023

4008 Operation and Maintenance Services - Option Year

IV: Optional Additional Supplies/Services - Labor

& Subcontracting (see Contract Section B-27):

Not-to-Exceed

Offerors shall include the maximum amount of

$25,000 from the pricing table into quotation

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

NAME OF OFFEROR OR CONTRACTOR

8 112

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

28321319Q00000034 submissions.

(Option Line Item)

Period of Performance: 01/01/2023 to 12/31/2023

5001 Regular Monthly Operation and Maintenance 6 MO

Services - Option to Extend Services: Firm-Fixed

Price

(Option Line Item)

Period of Performance: 01/01/2024 to 06/30/2024

5002 UPS Maintenance and Repair Services - Option to 6 MO

Extend Services: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2024 to 06/30/2024

5003 LENEL Security System Services - Option to Extend 6 MO

Services: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2024 to 06/30/2024

5004 TUSCO Wedge Plates Services - Option to Extend 6 MO

Services: Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2024 to 06/30/2024

5005 Emergency Callback Services for On-Site 20 HR

Maintenance Mechanic- Option to Extend Services:

Firm-Fixed Price

(Option Line Item)

Period of Performance: 01/01/2024 to 06/30/2024

5006 Emergency Callback Services for TUSCO Wedge 20 HR

Plates- Option to Extend Services: Firm-Fixed

Price

(Option Line Item)

Period of Performance: 01/01/2024 to 06/30/2024

5007 Operation and Maintenance Services - Option to

Continued ...

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

NAME OF OFFEROR OR CONTRACTOR

9 112

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

(A) (B) (C) (D) (E) (F)

28321319Q00000034

Extend Services: Optional Additional Services -

Materials (see Contract Section B-27):

Not-to-Exceed

Offerors shall include the maximum amount of

$12,500 from the pricing table into quotation submissions.

(Option Line Item)

Period of Performance: 01/01/2023 to 12/31/2023

5008 Operation and Maintenance Services - Option to

Extend Services: Optional Additional

Supplies/Services - Labor & Subcontracting (see

Contract Section B-27): Not-to-Exceed

Offerors shall include the maximum amount of

$12,500 from the pricing table into quotation submissions.

(Option Line Item)

Period of Performance: 01/01/2024 to 06/30/2024

NSN 7540-01-152-8067 OPTIONAL FORM 336 (4-86)

Sponsored by GSA

SECTION A – Addendum to Standard Form SECTION B – Statement of Work SECTION C - Contract Clauses and Terms and Conditions

SECTION C.1 – FAR Clauses Incorporated by Reference C.1-1 52.252-2 Clauses Incorporated by Reference. (FEB 1998) C.1-2 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011) C.1-3 52.237-2 Protection of Government Buildings, Equipment, and Vegetation. (APR 1984) C.1-4 Continuity of Services (JAN 1991) SECTION C.2 – Federal Acquisition Regulation Full Text Clauses C.2-1 52.204-18 Commercial and Government Entity Code Maintenance. (JUL 2016) C.2-2 52.212-4 Contract Terms and Conditions - Commercial Items (OCT 2018)

(DEVIATION 2017-02)

C.2-3 52.212-4 Contract Terms and Conditions - Commercial Items (OCT 2018) – Alternate I

(JAN 2017) (DEVIATION 2017-02)

C.2-4 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders - Commercial Items (JAN 2019) (DEVIATION 2017-02) C.2-5 52.216-18 Ordering (OCT 1995) C.2-6 52.216-19 Order Limitations (OCT 1995) C.2-7 52.216-22 Indefinite Quantity (OCT 1995) C.2-8 52.217-8 Option to Extend Services. (NOV 1999) C.2-9 52.217-9 Option to Extend the Term of the Contract. (MAR 2000) C.2-10 Fill-in for 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) .34 C.2-11 52.228-5 Insurance - Work on a Government Installation (JAN 1997) C.2-12 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. (DEC 2013) SECTION C.3 - Agency Specific Clauses C.3-1 2352.204-1 Security and Suitability Requirements (MAR 2018) C.3-3 2352.204-2 Federal Information Security Management Act (FISMA) and Agency Privacy Management (DEC 2014) C.3-4 2352.209-1 Key Personnel (FEB 2016) C.3-5 2352.224-1 Protection of Confidential Information (DEC 2008) C.3-6 2352.224-2 Protecting and Reporting the Loss of Personally Identifiable Information:

Responsibilities Concerning Individual Employees (MAY 2018) C.3-7 2352-228-1 Insurance Requirements (SEP 2013) C.3-8 2352.232-1 Invoice Submission and Payment Related Information (JUNE 2018) C.3-9 2352.232-5 Option Period Funding During a Continuing Resolution (JUL 2011) C.3-10 2352.242-1 Post Award Evaluation of Contractor Performance (April 2015) C.3-11 2352.242-2 Designation of Contracting Officer’s Representative (COR)-Contracting Officer’s Technical Representative (COTR) and COR-Alternate COTR (ACOTR) (OCT 2015) C.3-12 2352.242-4 Withholding of Contract Payments (SEP 2013) C.3-13 2352.245-1 Designation of Property Administrator and Listing of Government Property (MAR 2017) C.3-14 2352.245-2 Government Telecommunications/Systems, Services, and Equipment Provided Under the Contract (NOV 2008)

SECTION C4 – Administrative Matters C.4-1 Observance of Legal Holidays and Administrative Leave C.4-2 Designation of Contractor’s Project Manager/Contract Coordinator C.4-3 Contractor Use of Government Facilities C.4-4 Designation of Government Contracting Personnel C.4-5 Task Ordering Procedures C.4-6 Authority of Ordering Officials C.4-7 Payment C.4-8 Contractor’s Administrator

SECTION D - Contract Documents, Exhibits and/or Attachments SECTION E - Solicitation Provisions

E.1 – FAR Provisions E.1-1 52.203-18 Prohibition on Contracting with Entities That Require Certain Internal Confidentiality Agreements – Representation (JAN 2017) E.1-2 52.204-16 Commercial and Government Entity Code Reporting. (JUL 2016) E.1-3 52.209-7 Information Regarding Responsibility Matters. (OCT 2018) E.1-4 ADDENDUM to FAR Provision 52.212-1, Instructions to Offerors—Commercial Items

(OCT 2018)

E.1-5 52.212-2 Evaluation - Commercial Items. (OCT 2014) E.1-6 52.212-3 Offeror Representations and Certifications-Commercial Items. (AUG 2018).85 E.1-7 52.216-31 Time-and-Materials/Labor-Hour Proposal Requirements – Commercial Item Acquisition (FEB 2007) E.1-8 52.233-2 Service of Protest (SEPT 2006) E.2 - Agency Specific Provisions E.2-1 2352.233-1 Independent Review of Protest (JAN 2018) E.2-2 Solicitation Questions and Inquiries E.2-3 Site Visit

SECTION A – Addendum to Standard Form

In accordance with Federal Acquisition Regulation (FAR) 12.302 and 12.303, this addendum to the Standard Form (SF) 1449 provides for continuation of the schedule and description of the supplies/service to be acquired.

PRICING TABLES

In accordance with the Statement of Work and the applicable attachments included under Section D of this solicitation, the Contractor shall provide operations and maintenance services at the Birmingham Social Security Center (BSSC), located at 1200 Rev. Abraham Woods, Jr. Blvd, Birmingham, AL 35285.

TRANSITION PERIOD: 05/01/2019 – 06/30/2019

This requirement includes a contract transition of sixty (60) days from contract award to contract start date. Failure to provide transition period pricing will cause the quote to be considered non-responsive and will not be eligible for award. In the event the Contractor elects to waive transition period pricing, $0 must be entered in the Unit Price and Extended Price columns below.

CLIN QTY UNIT UNIT PRICE EXTENDED PRICE

0001 2 Months $ $

BASE YEAR: 07/01/2019 – 12/31/2019

CLIN FUNCTION AREA QTY UNIT UNIT PRICE EXTENDED PRICE

Operation and Maintenance of Building and Mechanical Equipment

6 Months $ $

0003 UPS Maintenance and Repair 6 Months $ $

LENEL Security System Maintenance and Repair 6 Months $ $

GRAND TOTAL $ $

Base Year: Emergency Callback Services (See Section B-30)

CLIN LABOR CATEGORY ESTIMATED

QTY

UNIT UNIT PRICE EXTENDED PRICE

0005 On-Site Maintenance Mechanic 40 Hours $ $

OPTION YEAR I: 01/01/2020 – 12/31/2020

CLIN FUNCTION AREA QTY UNIT UNIT PRICE EXTENDED PRICE

Operation and Maintenance of Building and Mechanical Equipment

12 Months $ $

1002 UPS Maintenance and Repair 12 Months $ $

LENEL Security System Maintenance and Repair 12 Months $ $

GRAND TOTAL $ $

Base Year: Emergency Callback Services (See Section B-30)

CLIN LABOR CATEGORY ESTIMATED

QTY

UNIT UNIT PRICE EXTENDED PRICE

1004 On-Site Maintenance Mechanic 40 Hours $ $

OPTION YEAR II: 01/01/2021 – 12/31/2021

CLIN FUNCTION AREA QTY UNIT UNIT PRICE EXTENDED PRICE

Operation and Maintenance of Building and Mechanical Equipment

12 Months $ $

2002 UPS Maintenance and Repair 12 Months $ $

LENEL Security System Maintenance and Repair 12 Months $ $

GRAND TOTAL $ $

Base Year: Emergency Callback Services (See Section B-30)

CLIN LABOR CATEGORY ESTIMATED

QTY

UNIT UNIT PRICE EXTENDED PRICE

2004 On-Site Maintenance Mechanic 40 Hours $ $

OPTION YEAR III: 01/01/2022 – 12/31/2022

CLIN FUNCTION AREA QTY UNIT UNIT PRICE EXTENDED PRICE

Operation and Maintenance of Building and Mechanical Equipment

12 Months $ $

3002 UPS Maintenance and Repair 12 Months $ $

LENEL Security System Maintenance and Repair 12 Months $ $

3004 TUSCO Wedge Plates Maintenance and Repair 12 Months $ $

GRAND TOTAL $ $

Base Year: Emergency Callback Services (See Section B-30)

CLIN LABOR CATEGORY ESTIMATED

QTY

UNIT UNIT PRICE EXTENDED PRICE

3005 On-Site Maintenance Mechanic 40 Hours $ $

3006 TUSCO Wedge Plates Technician 40 Hours $ $

OPTION YEAR IV: 01/01/2023 – 12/31/2023

CLIN FUNCTION AREA QTY UNIT UNIT PRICE EXTENDED PRICE

Operation and Maintenance of Building and Mechanical Equipment

12 Months $ $

4002 UPS Maintenance and Repair 12 Months $ $

LENEL Security System Maintenance and Repair 12 Months $ $

4004 TUSCO Wedge Plates Maintenance and Repair 12 Months $ $

GRAND TOTAL $ $

Base Year: Emergency Callback Services (See Section B-30)

CLIN LABOR CATEGORY ESTIMATED

QTY

UNIT UNIT PRICE EXTENDED PRICE

4005 On-Site Maintenance Mechanic 40 Hours $ $

4006 TUSCO Wedge Plates Technician 40 Hours $ $

OPTION TO EXTEND SERVICES: 01/01/2024 – 06/30/2024

CLIN FUNCTION AREA QTY UNIT UNIT PRICE EXTENDED PRICE

Operation and Maintenance of Building and Mechanical Equipment

6 Months $ $

5002 UPS Maintenance and Repair 6 Months $ $

LENEL Security System Maintenance and Repair 6 Months $ $

TUSCO Wedge Plates Maintenance and Repair 6 Months $ $

GRAND TOTAL $ $

Option to Extend Services: Emergency Callback Services (See Section B-30)

CLIN LABOR CATEGORY ESTIMATED

QTY

UNIT UNIT PRICE EXTENDED PRICE

5005 On-Site Maintenance Mechanic 20 Hours $ $

5006 TUSCO Wedge Plates Technician 20 Hours $ $

OPTIONAL ADDITIONAL SERVICES (See Section B-27) The total annual guaranteed minimum and maximum for optional additional services (material, labor, and subcontracting) is $200.00 and $50,000, respectively.

Materials:

CLIN MINIMUM

AMOUNT

MAXIMUM

AMOUNT

0006 – Base Year $100 $25,000 1005 – Option Year I $100 $25,000 2005 – Option Year II $100 $25,000 3007 – Option Year III $100 $25,000 4007 – Option Year IV $100 $25,000 5007 – Option to Extend Services $100 $12,500

Material Mark-Up Rate %

For evaluation purposes, all Quoters shall incorporate the maximum amounts listed above into quote submissions. Quoters shall also specific the material mark-up rate, which will be incorporated into the contract.

Labor & Subcontracting:

CLIN MINIMUM

AMOUNT

MAXIMUM

AMOUNT

0007 – Base Year $100 $25,000 1006 – Option Year I $100 $25,000 2006 – Option Year II $100 $25,000 3008 – Option Year III $100 $25,000 4008 – Option Year IV $100 $25,000 5008 – Option to Extend Services $100 $12,500

Subcontractor Mark-Up Rate %

For evaluation purposes, all Quoters shall incorporate the maximum amounts listed above into quote submissions. Quoters shall also 1) specify the subcontractor mark-up rate, which will be incorporated into the contract, and 2) provide fully loaded labor rates for each specified labor category in the tables below. These labor categories, along with the proposed fully loaded labor rates, shall be incorporated into the contract award as separate orderable CLINs (total orders not to exceed the overall specified maximum amount).

On-Site Maintenance Mechanic Fully Loaded Labor Rate

(1) Base Year

(2) Option Year I

(3) Option Year II

(4) Option Year III

(5) Option Year IV

(6) Option to Extend Services

UPS Technician Fully Loaded Labor Rate

(1) Base Year

(2) Option Year I

(3) Option Year II

(4) Option Year III

(5) Option Year IV

(6) Option to Extend Services

Lenel Security System Technician Fully Loaded Labor Rate

(1) Base Year

(2) Option Year I

(3) Option Year II

(4) Option Year III

(5) Option Year IV

(6) Option to Extend Services

TUSCO Wedge Plates Technician Fully Loaded Labor Rate

(1) Base Year

(2) Option Year I

(3) Option Year II

(4) Option Year III

(5) Option Year IV

(6) Option to Extend Services

SECTION B – Statement of Work

See Section D for attachments, including the Statement of Work.

SECTION C - Contract Clauses and Terms and Conditions

SECTION C.1 – FAR Clauses Incorporated by Reference

C.1-1 52.252-2 Clauses Incorporated by Reference. (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

Also, the full text of a clause may be accessed electronically at this/these address(es):

https://www.acquisition.gov/

(End of clause)

C.1-2 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011)

C.1-3 52.237-2 Protection of Government Buildings, Equipment, and Vegetation. (APR 1984)

C.1-4 Continuity of Services (JAN 1991)

SECTION C.2 – Federal Acquisition Regulation Full Text Clauses

C.2-1 52.204-18 Commercial and Government Entity Code Maintenance. (JUL 2016)

(a) Definition. As used in this clause-

Commercial and Government Entity (CAGE) code means-

(1) An identifier assigned to entities located in the United States or its outlying areas by the Defense Logistics Agency (DLA) Commercial and Government Entity (CAGE) Branch to identify a commercial or government entity; or

(2) An identifier assigned by a member of the North Atlantic Treaty Organization (NATO) or by the NATO Support and Procurement Agency (NSPA) to entities located outside the United States and its outlying areas that the DLA Commercial and Government Entity (CAGE) Branch records and maintains in the CAGE master file. This type of code is known as a NATO CAGE (NCAGE) code.

(b) Contractors shall ensure that the CAGE code is maintained throughout the life of the contract. For contractors registered in the System for Award Management (SAM), the DLA Commercial and Government Entity (CAGE) Branch shall only modify data received from SAM in the CAGE master file if the contractor initiates those changes via update of its SAM registration. Contractors undergoing a novation or change-of-name agreement shall notify the contracting officer in accordance with subpart 42.12. The contractor shall communicate any change to the CAGE code to the contracting officer within 30 days after the change, so that a modification can be issued to update the CAGE code on the contract.

(c) Contractors located in the United States or its outlying areas that are not registered in SAM shall submit written change requests to the DLA Commercial and Government Entity (CAGE) Branch.

Requests for changes shall be provided at https://cage.dla.mil. Change requests to the CAGE master file are accepted from the entity identified by the code.

https://www.acquisition.gov/ https://cage.dla.mil/

(d) Contractors located outside the United States and its outlying areas that are not registered in SAM shall contact the appropriate National Codification Bureau (points of contact available at http://www.nato.int/structur/AC/135/main/links/contacts.htm) or NSPA at https://eportal.nspa.nato.int/AC135Public/scage/CageList.aspx to request CAGE changes.

(e) Additional guidance for maintaining CAGE codes is available at https://cage.dla.mil.

(End of clause)

C.2-2 52.212-4 Contract Terms and Conditions - Commercial Items (OCT 2018) (DEVIATION 2017-02)

(a) Inspection/Acceptance – see C.2-2.1 ADDENDUM to FAR 52.212-4 Contract Terms and Conditions – Commercial Items (DEVIATION 2017-02) (OCT 2018)

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C.

3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice. (1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

http://www.nato.int/structur/AC/135/main/links/contacts.htm https://eportal.nspa.nato.int/AC135Public/scage/CageList.aspx https://cage.dla.mil/

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer-System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by

EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR part 1315.

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

(i) 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) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) 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 which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) 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; 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, 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 33.211 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 32.607-2).

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

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

(A) The date fixed under this contract.

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

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

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

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

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

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of the Federal Acquisition Regulation 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 hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid 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. 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 hereunder are merchantable and fit for use for the particular purpose described in this contract.

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

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

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) 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 Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of this clause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.

(t) [Removed]

(u) Unauthorized Obligations. (1) Except as stated in paragraph (u)(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 (u)(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.

(v) 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)

C.2-2.1 ADDENDUM to FAR 52.212-4 Contract Terms and Conditions – Commercial Items

(OCT 2018) (DEVIATION 2017-02)

REVISIONS TO PARAGRAPHS IN 52.212-4

Paragraph (a), Inspection/Acceptance, is hereby deleted in its entirety and replaced by/with FAR Clause 52.246-4, Inspection of Services (Fixed Price) (AUG 1996)1.

Paragraph (g), Invoice, is supplemented by Section C.3-8 2352.232-1.

C.2-3 52.212-4 Contract Terms and Conditions - Commercial Items (OCT 2018) – Alternate I

(JAN 2017) (DEVIATION 2017-02)

Applicable to ordering optional additional services only, and when the order is issued as a labor hour task order.

(a) Inspection/Acceptance. (1) The Government has the right to inspect and test all materials furnished and services performed under this contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in contract performance.

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

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

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

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

1 FAR 52.246-4 (AUG 1996) also incorporated by reference

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

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

(B) Terminate this contract for cause.

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

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

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

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

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

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

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

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

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

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. (1) The clause at FAR 52.202-1, Definitions, is incorporated herein by reference. As used in this clause—

(i) Direct materials means those materials that enter directly into the end product, or that are used or consumed directly in connection with the furnishing of the end product or service.

(ii) Hourly rate means the rate(s) prescribed in the contract for payment for labor that meets the labor category qualifications of a labor category specified in the contract that are—

(A) Performed by the contractor;

(B) Performed by the subcontractors; or

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

(iii) Materials means— http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++(31)%20%20AND%20((31)%20ADJ%20USC):CITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ https://www.acquisition.gov/sites/default/files/current/far/html/52_233_240.html#wp1113304 https://www.acquisition.gov/sites/default/files/current/far/html/52_200_206.html#wp1137572

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

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

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

(D) The following subcontracts for services which are specifically excluded from the hourly rate:

[None]; and

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

(iv) Subcontract means any contract, as defined in FAR subpart 2.1, entered into with a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract including transfers between divisions, subsidiaries, or affiliates of a contractor or subcontractor. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders.

(f) Excusable delays. The Contractor shall be…